exv4w4






EXHIBIT 4.4




KIMBERLY-CLARK CORPORATION

401(k) AND PROFIT SHARING PLAN




Effective as of January 1, 2010




 









 





ARTICLE I




NAME, PURPOSE AND EFFECTIVE DATE OF PLAN



The Kimberly-Clark Corporation 401(k) and Profit Sharing Plan (the “Plan”) is adopted
January 1, 2010 by Kimberly-Clark Corporation. The Plan’s purpose is to supplement in part
the retirement income which eligible Employees may be entitled to receive under the Federal
Social Security Act and promote the interests of the Corporation and its stockholders by
encouraging Eligible Employees to arrange for personal investment programs which, depending
upon the success of the Corporation, will be augmented by Company Match Safe Harbor
Contributions and Profit Sharing Contributions. It provides each Eligible
Employee with an opportunity to become a stockholder of the Corporation. The K-C
Stock Fund portion of the Plan is intended to be an employee stock ownership plan, as
defined in section 4975 of the Code, and is designed to invest primarily in qualifying
employer securities, as defined in Code section 409(l). The Plan contains within
it a cash or deferred arrangement under section 401(k) of the Code and a qualified Roth
contribution program under section 402A of the Code. The Plan is intended to meet the
requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended, and the Employee
Retirement Income Security Act of 1974, as amended. The Plan is also intended to comply
with the designed-based “safe harbor” requirements prescribed in section 401(k)(13) and section
401(m)(12) of the Code.



The Plan contains assets of Participants who were formerly Participants in
the Kimberly-Clark Corporation Incentive Investment Plan and Kimberly-Clark Corporation Retirement
Contribution Plan and whose Contributions from the Kimberly-Clark Corporation Incentive
Investment Plan and Kimberly-Clark Corporation Retirement Contribution Plan were transferred into
the Plan effective January 4, 2010.



This document is effective January 1, 2010.




I-1









 








ARTICLE II




DEFINITIONS AND CONSTRUCTION





	2.1	 	Definitions. When the following words and phrases appear in this Plan, they
shall have the respective meanings set forth below unless the context clearly indicates
otherwise:






	 	(a)	 	401(k): Code Section 401(k) which allows Participants to make
a cash or deferred election through which Before-Tax Contributions are made to
the Plan.
	 
	 	(b)	 	Accounts: The accounts under the Plan to be maintained for
each Participant as provided in Section 6.2.
	 
	 	(c)	 	Actual Contribution Percentage: A percentage which, for a specified
group of Eligible Employees for a Plan Year shall be the average of the
ratios (calculated separately for each Eligible Employee in such group) of:






	 	(i)	 	the amount of After-Tax Contributions remitted to the
Trustee on behalf of each Eligible Employee for such Plan
Year to
	 
	 	(ii)	 	the Eligible Employee’s Total Compensation for
such Plan Year.






	 	 	 	The Committee may elect, to the extent permitted by Treasury Regulations, to
take into account Company Match Safe Harbor Contributions in computing the
Actual Contribution Percentage.






	 	(d)	 	Affiliated Employer: An Employer and any corporation which is
a member of a controlled group of corporations (as defined in Code section
414(b)) which includes an Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in Code section 414(c))
with an Employer; any organization (whether or not incorporated) which is a
member of an affiliated service group (as defined in Code section 414(m)) which
includes an Employer; and any other entity required to be aggregated with an
Employer pursuant to Code section 414(o).






	 	(e)	 	After-Tax Contributions: Contributions made by
Participants on an after-tax basis, which include:






	 	(i)	 	Contributions made by Participants under
subsection 3.3(c) on an after-tax basis; or
	 
	 	(ii)	 	Employee contributions, as defined in Code
section 401(m) and the regulations thereunder, contributed prior to April 1,
1990 on account of which a Company Matching Contribution on behalf of a
Participant who was employed prior to April 1, 1989; or
	 
	 	(iii)	 	After-Tax Rollover Contributions: After-Tax
contributions made by a Participant to an Eligible Retirement
Plan which is accepted by the Plan





II-1









 











	 	 	 	as a direct rollover under
Section 402(c) of the Code and that satisfy the requirements of
Section 401(a)(31) for treatment as a rollover.
	 
	 	(iv)	 	After-Tax Rollover Account: An Account
consisting of After-Tax Rollover Contributions of the
Participant






	 	(f)	 	All Cash Distribution: As defined in subsection 7.3(c).
	 
	 	(g)	 	All Stock Distribution: As defined in subsection 7.3(a).
	 
	 	(h)	 	Beneficiary: The person or persons last designated on Timely
Notice by a Participant, provided the named person survives the
Participant. If no such person is validly designated as provided under
subsection 7.5(a), or if the designated person predeceases the Participant, the
Beneficiary shall be the Participant’s spouse, if living, and if not,
the Participant’s estate. For purposes of Section 7.7, the Beneficiary
shall be considered the designated beneficiary under section 401(a)(9) of the
Code and section 1.401(a)(9)-1 Q&A-4 of the regulations. On January 1, 2010,
the Beneficiary under the Plan will be the beneficiary designations in
the former Kimberly-Clark Corporation Incentive Investment Plan unless the Participant
only participated in the former Kimberly-Clark Corporation Retirement Contribution Plan
which then the beneficiary designations under the former Kimberly-Clark Corporation
Retirement Contribution Plan will apply.
	 
	 	(i)	 	Before-Tax Contributions: Contributions made by
Participants under subsection 3.3(a) that are considered deferred within the
meaning of Code section 401(k) and regulations thereunder. For individuals age
50 or over by the end of the Plan Year, Before-Tax Contributions also
include catch-up contributions in accordance with Code section 414(v).
	 
	 	(j)	 	Board: The Board of Directors of the Corporation.
	 
	 	(k)	 	Business Day: Any day on which securities are traded on the New York
Stock Exchange.
	 
	 	(l)	 	Code: The Internal Revenue Code of 1986, as amended from time to time.
	 
	 	(m)	 	Commissioner: The Commissioner of the Internal Revenue Service.
	 
	 	(n)	 	Committee: The committee appointed to administer and regulate the
Plan as provided in Article IX.
	 
	 	(o)	 	Company Matching Contributions: Contributions consisting of
non-safe harbor company matching contributions made with respect to Plan Years
beginning on or before December 31, 2009 and transferred to the Plan from the
Kimberly-Clark Corporation Incentive Investment Plan effective
January 4, 2010 and the
earnings (or losses) attributable to them.
	 
	 	(p)	 	Company Matching Account: An Account consisting of Company
Matching Contributions of the Participant.




II-2









 






	 	(q)	 	Company Match Safe Harbor Account: An Account consisting of
Company Match Safe Harbor Contributions of the Participant.
	 
	 	(r)	 	Company Match Safe Harbor Contributions: Amounts contributed under the
Plan by the Employer and allocated to Participant’s Company
Match Safe Harbor Account as provided in Article IV.
	 
	 	(s)	 	Compensation:






	 	(A)	 	Compensation includes amounts actually paid or made
available to a Participant (regardless of whether he was such during
the entire Plan Year);






	 	(1)	 	as wages, salaries, fees for
professional service, and other amounts received for personal services
actually rendered in the course of employment with the company
including but not limited to commissions, compensation for services on
the basis of a percentage of profits and bonuses;
	 
	 	(2)	 	for purposes of (i) above, earned income
from sources outside the United States (as defined in Code
section 911(b)); whether or not excludable from gross income under
Code section 911 or deductible under Code section 913;
	 
	 	(3)	 	amounts described in Code
sections 104(a)(3), 105(a) and 105(h) but only to the extent that these
amounts are includable in the gross income of the Participant;
	 
	 	(4)	 	amounts paid or reimbursed by the
company for moving expenses incurred by the Participant, but
only to the extent that these amounts are not deductible by the
Participant under Code section 217;
	 
	 	(5)	 	value of a nonqualified stock option
granted to the Participant, but only to the extent that the
value of the option is includable in the gross income of the
Participant in the taxable year in which granted;
	 
	 	(6)	 	the amount includable in the gross
income of a Participant upon making the election described in
Code section 83(b).






	 	(B)	 	excludes -






	 	(1)	 	contributions made by the company to a
plan of deferred compensation to the extent that, before the
application of the Code section 415 limitations to that plan,
the contributions are not includable in the gross income of the
Participant for the taxable year in which contributed and any
distributions from a plan of
deferred compensation, regardless of whether such amounts are
includable in the gross income of the Participant when
distributed; provided however, any amounts received by a
Participant





II-3









 











	 	 	 	pursuant to an unfunded nonqualified plan shall
be considered as Compensation in the year such amounts are includable
in the gross income of the Participant;
	 
	 	(2)	 	amounts realized from the exercise of a
nonqualified stock option, or recognized when restricted stock (or
property) held by a Participant either becomes freely
transferable or is no longer subject to a substantial risk of
forfeiture pursuant to Code section 83 and the regulations
thereunder;
	 
	 	(3)	 	amounts realized from the sale, exchange
or other disposition of stock acquired under a qualified stock option;
	 
	 	(4)	 	other amounts which receive special tax
benefits such as premiums for group term life insurance (but only to
the extent that the premiums are not includable in the gross income of
the Participant); and
	 
	 	(5)	 	Compensation in excess of the limit set
forth in Section 11.12.






	 	 	 	In lieu of the above definition of “Compensation,” the following alternative
definitions of “Compensation” in (A) or (B) below may be applied with respect to a
Plan Year, as determined by the Committee in its discretion:






	 	(A)	 	Wages within the meaning of section 3401(a) of the
Code and all other payments of compensation to an Employee by
his Employer (in the course of the Employer’s trade or
business) for which the Employer is required to furnish the
Employee a written statement under section 6041(d), 6051(a)(3), and
6052 of the Code, but excluding amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only
to the extent that at the time of the payment it is reasonable to believe that
these amounts are deductible by the Employee under section 217 of the
Code, and determined without regard to any rules under section 3401(a)
of the Code that limit the remuneration included in wages based on the
nature or location of the employment or the services performed.
	 
	 	(B)	 	Wages within the meaning of section 3401(a) of the
Code (for purposes of income tax withholding at the source) of the
Participant but determined without regard to any rules that limit the
remuneration included in wages based on the nature or location of the
employment or the services performed.






	 	 	 	“Compensation” hereunder includes amounts contributed or deferred by the
Employer on behalf of the Employee under Code sections 125 or
401(k).






	 	(t)	 	Contributions: Amounts deposited under the Plan by or on
behalf of Participants including Before-Tax Contributions,
After-Tax Contributions and Roth 401(k) Contributions as provided in
Article III.




II-4









 












	 	(u)	 	Core Investment Funds: The Investment Funds of the
Plan other than the Self-Directed Brokerage Account.
	 
	 	(v)	 	Corporation: Kimberly-Clark Corporation (a Delaware corporation).
	 
	 	(w)	 	Corporation Stock: The common stock of the Corporation.
	 
	 	(x)	 	Current Market Value: The fair market value on any day as determined
by the Trustee in accordance with generally accepted valuation principles
applied on a consistent basis.
	 
	 	(y)	 	Day of Service: An Employee shall be credited with a Day
of Service for each calendar day commencing with the date on which the
Employee first performs an Hour of Service until the Employee’s
Severance from Service Date. If an Employee quits, is discharged,
retires, or dies, and such Employee does not incur a One-Year Period of
Severance, the Employee shall be credited with a Day of Service for
each calendar day elapsed from the Employee’s Severance from Service
Date to the date on which the Employee again completes an Hour of
Service.
	 
	 	(z)	 	Distribution Calendar Year: A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant’s
death, the first Distribution Calendar Year is the calendar year immediately
preceding the calendar year which contains the Participant’s Required
Beginning Date. For distributions beginning after the Participant’s death,
the first Distribution Calendar Year is the calendar year in which
distributions are required to begin under subsection 7.7(b). The required minimum
distributions for the Participant’s first Distribution Calendar Year
will be made on or before the Participant’s Required Beginning Date.
The required minimum distribution for other Distribution Calendar Years,
including the required minimum distribution for the Distribution Calendar Year
in which the Participant’s Required Beginning Date occurs, will be made
on or before December 31 of that Distribution Calendar Year.
	 
	 	(aa)	 	Eligible Earnings: An amount as determined by the Employer
which is that portion of an Eligible Employee’s Total Compensation from
an Employer which consists of wages, overtime, shift differential, and certain
bonuses, (Free Pay, MAAP, Merit Lump Sum, Mill Incentive, Vacancy Pay, Fire Brigade)
while a Participant. Eligible Earnings shall be determined before
Before-Tax Contributions pursuant to Code sections 125 or 132(f)(4) are
deducted. Notwithstanding the foregoing, the amount of any Eligible Employee’s
compensation which is taken into account for purposes of determining such Eligible
Employee’s Eligible Earnings under the Plan shall not exceed the
limit set forth in Section 11.12.
	 
	 	 	 	Notwithstanding any provision of the Plan to the contrary, Eligible
Earnings shall include any military differential paid to the Participant
by the Employer with respect to any period of active military service in the
uniformed services in the
United States of more than 30 days in accordance with Section 3401(h) and Section
414(u)(12) of the Code.





II-5









 











	 	(bb)	 	Eligible Employee: Any person who is in the employ of an
Employer during such periods as he meets all of the following conditions:






	 	(i)	 	he is an Employee on the regular payroll of an
Employer; and
	 
	 	(ii)	 	he is in a Participating Unit.






	 	 	 	For purposes of this subsection, “on the regular payroll of an Employer”
shall mean paid through the payroll department of such Employer, and shall
exclude employees classified or reclassified by an Employer as intermittent
or temporary employees, and persons classified by an Employer as independent
contractors, regardless of how such Employees may be classified or
reclassified by any federal, state, or local, domestic or foreign, governmental
agency or instrumentality thereof, or court.
	 
	 	 	 	A leased employee shall not be considered an Eligible Employee under the
Plan. For purposes of the preceding sentence, the term “leased employee”
means any person (other than an employee of recipient) who pursuant to an agreement
between the recipient and any other person (a “leasing organization”) has performed
services for the recipient (or for the recipient and related persons determined in
accordance with Code section 414(n)) on a substantially full-time basis for
a period of at least one year, and such services are performed under the primary
direction and control of the recipient. In addition, a person who formerly was an
Eligible Employee shall be treated as an Eligible Employee for all
purposes hereunder during such periods as he meets all of the following conditions:






	 	(i)	 	he is an Employee on the regular payroll of an
Employer, and
	 
	 	(ii)	 	he is on temporary assignment to provide services for a
corporation, hereinafter referred to as the “Affiliate,” which is a member of a
controlled group of corporations, within the meaning of Code section
414(b) as modified by Code section 415(h), of which the
Corporation is a member, and which is not an Employer
hereunder.






	 	(cc)	 	Eligible Retirement Plan: A qualified plan under Code section
401(a), including a 401(k) plan, defined benefit pension plan, profit sharing or
thrift plan, SIMPLE 401(k) plan, stock bonus plan and employee stock ownership plan, an
individual retirement account under Code section 408(a), an individual
retirement annuity under Code section 408(b), a tax-sheltered annuity under
Code section 403(b), an annuity plan under section 403(a) of the Code,
and an eligible deferred compensation plan under section 457(b) of the Code
which is maintained by an employer described in Code section 457(e)(1)(A) and
which agrees to separately account for amounts transferred into such plan from this
plan.
	 
	 	(dd)	 	Employee: A person employed by an Employer.
	 
	 	(ee)	 	Employee Accounts: Those Accounts which reflect that portion
of a Participant’s interest in the Investment Funds which are
attributable to his Contributions,
including his Rollover Account, After-Tax Rollover Account, and
Roth Rollover Account.






II-6












 






	 	(ff)	 	Employer: The Corporation and each Subsidiary which
the Committee shall from time to time designate as an Employer for
purposes of the Plan pursuant to Article X hereof and which
shall adopt the Plan and
the Trust. A list of Employers is set forth in Appendix A.
	 
	 	(gg)	 	Employer Accounts: Those Accounts which reflect the portion of
a Participant’s interest in the Investment Funds which are attributable
to Company Matching Contributions, Company Match Safe Harbor
Contributions, Retirement Contributions and Profit Sharing
Contributions.
	 
	 	(hh)	 	Equity Company: Any corporation, which is not the Corporation
or a Subsidiary, 33-1/3% or more of the voting shares of which are owned
directly or indirectly by the Corporation.
	 
	 	(ii)	 	ERISA: The Employee Retirement Income Security Act of 1974, as amended
from time to time.
	 
	 	(jj)	 	Highly Compensated Eligible Employee: An Eligible Employee who
is described in Code section 414(q) and applicable regulations thereunder. An
Employee who is described in Code section 414(q) and applicable
regulations thereunder generally means an Employee who performed services for
the Employer or an Affiliated Employer during the “Determination Year”
and is in one or more of the following groups:






	 	(i)	 	Employees who at any time during the “Determination
Year” or “Look-Back Year” were “Five Percent Owners” of the Employer or
an Affiliated Employer. “Five Percent Owner” means any person who owns
(or is considered owning within the meaning of Code section 318) more
than five percent of the outstanding stock of the Employer or stock
possessing more than five percent of the total combined voting power of all
stock of the Employer or, in the case of an unincorporated business,
any person who owns more than five percent of the capital or profits interest
in the Employer. In determining percentage ownership hereunder,
employers that would otherwise be aggregated under Code sections
414(b), (c), (m) and (o) shall be treated as separate employers; or
	 
	 	(ii)	 	Employees who received “Compensation” during the
“Look-Back Year” from the Employer or an Affiliated Employer in
excess of $110,000, adjusted for changes in the cost of living as provided in
Code section 415(d) and, if the Employer elects, were in the
“Top Paid Group” of Employees for the Plan Year. “Top Paid
Group” means the top 20 percent of Employees, excluding those
Employees described in Code section 414(q)(8) and applicable
regulations, who performed services during the applicable Year, ranked
according to the amount of “Compensation” received from the Employer
during such Year.






	 	 	 	The “Determination Year” shall be the Plan Year for which testing is being
performed, and the “Look-Back Year” shall be the immediately preceding 12 month
period.




II-7









 






	 	 	 	An Employer may make a uniform election with respect to all plans of the
Employer to apply a calendar year calculation, as permitted by regulations
under Code section 414(q).
	 
	 	 	 	For purposes of this subsection, “Compensation” shall mean Compensation
including elective salary reduction contributions made under this
Plan or any other
cash or deferred arrangement, or pursuant to Code sections 125 or 132(f)(4).
	 
	 	(kk)	 	Hours of Service: Each hour for which an Employee is directly
or indirectly paid, or entitled to payment, by an Employer for the performance
of duties and for reasons other than the performance of duties during the applicable
computation period. An Hour of Service shall also include each hour for which
back pay, irrespective of mitigation of damages, has been either awarded or agreed to
by an Employer. Hours of Service shall be credited to the
Employee for the computation period or periods in which the duties are
performed or for the period to which the award or agreement pertains, whichever is
applicable. Credit for Hours of Service shall be given for periods of absence
spent in military service to the extent required by law. Credit for Hours of
Service may also be given for such other periods of absence of whatever kind or
nature as shall be determined under uniform rules of the Committee. Employment
with a company which was not, at the time of such employment, an Employer shall
be considered as the performance of duties for an Employer if such employment
was continuous until such company was acquired by, merged with, or consolidated with an
Employer and such employment continued with an Employer following such
acquisition, merger or consolidation. Employment with a Subsidiary that is not
an Employer or with an Equity Company shall be considered as
performance of duties for an Employer.
	 
	 	 	 	Hours of Service shall be calculated and credited in a manner consistent
with U.S. Department of Labor Regulation 2530.200b-2(b) and (c), and shall in no
event exclude any hours required to be credited under U.S. Department of Labor
Regulation 2530.200b-2(a).
	 
	 	 	 	For any period or periods for which adequate records are not available to accurately
determine the Employee’s Hours of Service, the following equivalency
shall be used:






190 Hours of Service for each month for which such Employee
would otherwise receive credit for at least one Hour of Service.




	 	 	 	Solely for purposes of determining whether an Employee has incurred a
one-year break-in-service, an Employee who is absent from work:






	 	(i)	 	by reason of the pregnancy of the Employee;
	 
	 	(ii)	 	by reason of the birth of a child of the Employee;
	 
	 	(iii)	 	by reason of a placement of a child with the Employee
in connection with the adoption of such child by the Employee; or




II-8









 







	 	(iv)	 	for purpose of caring for such child for a period beginning
immediately following such birth or placement, shall be credited with certain Hours of Service which would otherwise have
been credited to the Employee if not for such absence. The Hours of
Service credited hereunder by reason of such absence shall be credited with
respect to the Plan Year in which such absence begins, if such credit is
necessary to prevent the Employee from incurring a one-year break-in-service
in such Plan Year, and otherwise with respect to the Plan Year
immediately following the Plan Year in which such absence begins. In
addition, the Hours of Service credited with respect to such absence shall
not exceed 501, and shall be credited only to the extent that the Employee
substantiates to the satisfaction of the Committee that the
Employee’s absence, and the length thereof, was for the reasons described in
paragraphs (i)-(iv) above. Notwithstanding the foregoing, no Hours of
Service shall be credited pursuant to the three immediately preceding sentences
with respect to any absence which commenced before April 1, 1985.






	 	(ll)	 	International Index Fund: An Investment Fund consisting
primarily of stocks of established companies based in Europe, Asia and the Far East,
with the objective to match the performance of the Morgan Stanley Capital International
EAFE Index, or such other similar index as may be selected by the Named
Fiduciary.
	 
	 	(mm)	 	Investment Fund: The Self-Directed Brokerage Account and/or an
unsegregated fund of the Plan including the K-C Stock Fund, Target
Date Funds, and such other funds as the Named Fiduciary may establish. The
Named Fiduciary may, from time to time, in its discretion, establish additional
funds or terminate any fund. An Investment Fund may be, but shall not be
limited to, a fund managed by the Trustee, by an insurance company, or by an
investment company regulated under the Investment Company Act of 1940. An
Investment Fund, pending investment in accordance with the fund purpose, may be
invested in short-term securities of the United States of America or in other
investments of a short-term nature.
	 
	 	 	 	An Investment Fund, in whole or in part, be invested in any common, collective, or
commingled trust fund maintained by the Trustee or another financial
institution, which is invested principally in property of the kind specified for
that particular Investment Fund or for the temporary investment of assets, and which
is maintained for the investment of the assets of plans and trusts which are
qualified under the provisions of Section 401(a) of the Code and exempt from
federal taxation under the provisions of Section 501(a) of the Code, and
during such period of time as an investment through any such medium exists the
declaration of trust of such trust shall constitute a part of the applicable Trust
Agreement.
	 
	 	 	 	All interest, dividends, and other income, as well as cash received from the sale or
exchange of securities or other property, produced by each of the Investment
Funds or any losses incurred by each of the Investment Funds, shall be
reinvested in or deducted from the same Investment Fund which produced such
proceeds, interest, dividends, other income or losses.




II-9









 






	 	(nn)	 	K-C Stock Fund: An Investment Fund consisting of
Corporation Stock, with a portion invested in money market securities to
provide liquidity for Participant transactions.
	 
	 	(oo)	 	Life Expectancy: Life Expectancy as computed by the use of the
Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.
	 
	 	(pp)	 	Lump Sum Distribution: A single distribution of the entire amount of a
Participant’s Accounts.
	 
	 	(qq)	 	Money Market Fund: An Investment Fund consisting of short-term
debt securities issued or fully guaranteed as to the payment of principal and interest
by the U.S. government or any agency or instrumentality thereof.
	 
	 	(rr)	 	Month of Service: A calendar month any part of which an
Employee completes an Hour of Service. Except, however, an
Employee shall be credited with a Month of Service for each month
during the 12-month computation period in which he has not incurred a One-Year
Period of Severance. An Employee shall be credited with a Month of
Service for each calendar month of absence during the 12-month computation period
following the date on which the Employee does not complete an Hour of
Service for any reason other than the Employee quits, is discharged,
retires or dies.
	 
	 	(ss)	 	Named Fiduciary: The Committee, as defined in Article IX of
the Plan, (the members of which are designated by the Chief Human Resources
Officer of the Corporation) shall be the Named Fiduciary of the
Plan as defined in ERISA section 402(a).
	 
	 	(tt)	 	One-Year Period of Severance: The applicable computation period of 12
consecutive months during which an Employee fails to accrue a Day of
Service. Years of Service and One-Year Periods of Severance shall
be measured on the same computation period.
	 
	 	 	 	An Employee shall not be deemed to have incurred a One-Year Period of
Severance if he completes an Hour of Service within 12 months following
his Severance from Service Date.
	 
	 	(uu)	 	Online Advice: The Plan may provide to Participants
investment education and advice on investing of Accounts. A Participant
may utilize Online Advice by receiving specific fund recommendations along with
regular progress reports.
	 
	 	(vv)	 	Partial Distribution: A distribution of a portion of a Participant’s
Accounts.
	 
	 	(ww)	 	Participant: An Eligible Employee who participates under
Section 3.1 by validly electing to participate or has a deemed election and/or an
Eligible Employee who is eligible to receive a Profit Sharing
Contribution pursuant to Article IV. He remains a Participant until all of
his Accounts have been distributed pursuant to the Plan.
	 
	 	(xx)	 	Participating Unit: A specific classification of Employees of
an Employer designated from time to time by the Committee pursuant to
Article X hereof as




II-10









 






	 	 	 	participating in this Plan. The classifications so designated are shown in
Appendix A.
	 
	 	(yy)	 	Plan: The Kimberly-Clark Corporation 401(k) and Profit Sharing Plan.
	 
	 	(zz)	 	Plan Year: A twelve calendar month period beginning January 1 and
ending the following December 31.
	 
	 	(aaa)	 	Professional Management: For a Participant’s Plan
Investment Funds, professional asset management within Participant’s
Accounts. The Plan shall provide one or more investment advisor
programs, pursuant to which Participants may, in their sole discretion, obtain,
on a discretionary or nondiscretionary basis, individual investment advice for a fee
which such fees to be paid by the Participant to use the program. A
Participant’s fee for an investment advisor program may be paid from the
Participant’s Account. Section 16 Officers, Participant’s with an
Account of $5.00 or less, and Participant’s with an unknown address or
a non-U.S. address are excluded from Professional Management but may access
Online Advice. The Corporation’s officers as defined in Rule 16a-1
promulgated under Section 16 of the Securities and Exchange Act of 1934, as amended.
	 
	 	(bbb)	 	Profit Sharing Account: The account under the Plan to be
maintained for each Participant as provided in Section 4.7.
	 
	 	(ccc)	 	Profit Sharing Contributions: Employer contributions made
pursuant to Article IV of the Plan to a Participant’s Profit
Sharing Account.
	 
	 	(ddd)	 	Required Beginning Date: The date specified in subsection 7.7(a)(ii)
of the Plan.
	 
	 	(eee)	 	Retirement Contribution Account: An Account consisting of
Retirement Contributions of the Participant.
	 
	 	(fff)	 	Retirement Contributions: Contributions transferred into the
Plan from the Kimberly-Clark Corporation Retirement Contribution Plan
effective January 4, 2010 and the earnings (or losses)
attributable to them and the final contribution into the Plan from the
Kimberly-Clark Corporation Retirement Contribution Plan made in January 2010 for the
December 2009 earnings.
	 
	 	(ggg)	 	Rollover Account: An Account consisting of Rollover
Contributions of the Participant.
	 
	 	(hhh)	 	Rollover Contributions: Pre-tax contributions or employer matching
contributions made by a Participant to an Eligible Retirement Plan,
which is accepted by the Plan as a rollover under section 402(c) of the
Code and that satisfy the requirements of section 401(a)(31) for treatment as a
rollover.
	 
	 	(iii)	 	Roth 401(k) Account: An Account consisting of Roth 401(k)
Contributions of the Participant.




II-11









 






	 	(jjj)	 	Roth 401(k) Contributions: Contributions made by
Participants on an after-tax basis under subsection 3.3(b), specifically
designated irrevocably as Roth 401(k) Contributions and are being made in lieu
of all or a portion of the Before-Tax Contributions a Participant is
otherwise eligible to make under the Plan. For individuals age 50 or over by
the end of the Plan Year, Roth 401(k) Contributions also includes
Catch-Up Contributions in accordance with Code Section 414(v). Roth 401(k)
Contributions shall be maintained by the Plan in a separate account and
maintained in accordance with Section 402A of the Code and any guidance issued
thereunder.
	 
	 	(kkk)	 	Roth 401(k) Rollover Contributions: After-tax roth 401(k)
contributions or employer matching contributions made by a Participant to an
Eligible Retirement Plan, which is accepted by the Plan as a rollover
under Section 402(c) of the Code and that satisfy the requirements of Section
401(a)(31) for treatment as a rollover. Rollover roth contributions from Roth IRA
accounts shall not be allowed.
	 
	 	(lll)	 	Roth Rollover Account: An Account consisting of Roth
401(k) Rollover Contributions of the Participant.
	 
	 	(mmm)	 	Self-Directed Brokerage Account: An Investment Fund in which
Participants may direct their investments in certain mutual funds or individual
securities through a brokerage account pursuant to such limitations and procedures as
may be approved by the Committee as it deems appropriate.
	 
	 	(nnn)	 	Service: Regular employment with the Corporation, a
Subsidiary or an Equity Company. Service shall also include any
service credited under the prior Kimberly-Clark Corporation Incentive Investment Plan
and Kimberly-Clark Corporation Retirement Contribution Plan.
	 
	 	(ooo)	 	Severance from Service Date: The earlier of:






	 	(i)	 	the date an Employee quits, is discharged, retires or dies, or
	 
	 	(ii)	 	the first anniversary of the date an Employee is absent
from Service for any reason other than a quit, discharge, retirement,
or death (e.g., disability, leave of absence, or layoff, etc.)






	 	(ppp)	 	Stable Income Fund: An Investment Fund consisting primarily
of investment contracts issued by insurance companies or banks and in money market
securities.
	 
	 	(qqq)	 	Stock and Cash Distribution: As defined in subsection 7.3(b).
	 
	 	(rrr)	 	Subsidiary: Any corporation, 80% or more of the voting shares of
which are owned directly or indirectly by the Corporation, which is
incorporated under the laws of one of the States of the United States.
	 
	 	(sss)	 	Target Date Funds: An Investment Fund consisting of various
target retirement date funds managed by an investment manager, each of which target a
different target retirement/maturity date and are designed to provide varying degrees
of long-term appreciation and capital preservation through a mix of equity and fixed




II-12









 






	 	 	 	income expenses based on the target retirement/maturity date or such other similar
target funds as may be selected by the Named Fiduciary.
	 
	 	(ttt)	 	Terminated Participant: A Participant who has terminated his
employment with an Employer.
	 
	 	(uuu)	 	Timely Notice: A notice provided in writing on a designated form, or
by electronic medium, or through a voice response system, prescribed by the
Committee and submitted at such places and at such times as shall be
established by Committee rules.
	 
	 	(vvv)	 	Total Compensation: An Eligible Employee’s total compensation
as that term is defined in Code section 414(s) and Treasury Regulation
1.415-2(d)(11)(i) plus, amounts contributed or deferred under Code sections
125, 132(f)(4) or 401(k). Total Compensation of any Eligible Employee
shall not exceed the limit set forth in Section 11.12.
	 
	 	 	 	Notwithstanding any provision of the Plan to the contrary, Total
Compensation shall include any military differential pay paid to a
Participant by the Employer with respect to any period of active
military service in the uniformed services in the United States of more than 30 days
in accordance with Section 3401(h) and Section 414(u)(12) of the Code.
	 
	 	(www)	 	Trust: The Kimberly-Clark Corporation 401(k) and Profit Sharing Plan
Trust pursuant to the trust agreement provided for in Article V.
	 
	 	(xxx)	 	Trustee: The trustee under the Trust.
	 
	 	(yyy)	 	Valuation Date: Each Business Day for which the Current
Market Value of a Participant’s Accounts is determined for purposes
of this Plan.
	 
	 	(zzz)	 	Year of Service: An Employee shall accrue a Year of
Service for each 365 Days of Service.






	2.2	 	Construction. Where appearing in the Plan, the masculine shall include the
feminine and the plural shall include the singular, unless the context clearly indicates
otherwise. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word
“here” shall mean and refer to the entire Plan and not to any particular section or
subsection.






II-13












 





ARTICLE III




PARTICIPATION, EMPLOYEE CONTRIBUTIONS, AND ALLOCATIONS





	3.1	 	Participation.






	 	(a)	 	Each Eligible Employee who commences employment with a
Participating Unit in Appendix A, or returns to work with a Participating
Unit, shall become a Participant in the Plan on his employment or
reemployment date, as applicable.
	 
	 	(b)	 	An Eligible Employee’s may commence Employee
Contributions and qualify for Company Match Safe Harbor
Contributions by making an election to participate in the Plan. Such
election shall remain in effect as a valid election to participate for each successive
Plan Year.
	 
	 	(c)	 	Unless otherwise affirmatively elected, an Eligible Employee shall be
deemed to have authorized a reduction in such Eligible Employee’s Eligible Earnings
equal to six percent of his or her wages for the Plan Year, effective for the
first payroll period on or after 30 days when such individual becomes an Eligible
Employee. Before the date an Eligible Employee becomes a
Participant, the Eligible Employee shall be given notice of such deemed
authorization and a reasonable opportunity to change the percentage of his or her wages
(including to zero percent) to be contributed to Before-Tax Contributions.
	 
	 	(d)	 	Notwithstanding the foregoing, Participants with amounts transferred to
the Plan from the Kimberly-Clark Corporation Incentive Investment Plan and/or
the Kimberly-Clark Corporation Retirement Contribution Plan
shall be Participants in the Plan on January 1, 2010.






	3.2	 	Transfer To and From Participating Units






	 	(a)	 	An Eligible Employee who transfers out of a Participating Unit
shall cease to be a Participant in the Plan as of the date on which he
transfers out of such Participating Unit.
	 
	 	(b)	 	An Eligible Employee who transfers into a Participating Unit
shall become a Participant in the Plan as of the date on which he
transfers into such Participating Unit.






	3.3	 	Amount of Contributions by and on behalf of Participants.






	 	(a)	 	Before-Tax Contributions. During each Plan Year, Before-Tax
Contributions shall be made on behalf of a Participant by his
Employer for deposit to his Account as follows:






	 	(i)	 	Subject to the provisions of Section 3.6, a Participant
may elect on Timely Notice to make Before-Tax Contributions to
his Account in any whole




III-1









 






	 	 	 	percentage equal to an amount which is not less than 1% of his Eligible
Earnings and not more than 50% of his Eligible Earnings. A
Participant may also elect to contribute a flat dollar amount of at
least $1.00. A whole percentage and a flat dollar amount may not be
contributed at the same time. The flat dollar amount may not exceed the
whole percentage limits in this section.
	 
	 	 	 	Notwithstanding the foregoing, Before-Tax Contributions also include
Contributions made to the Plan for the benefit of a
Participant pursuant to a deemed election to reduce the compensation
otherwise currently payable to such Participant as described in
Section 3.1(c) above.






	 	(ii)	 	Before-Tax Contributions shall be deducted from a
Participant’s Total Compensation. An election or deemed
election under this subsection shall remain in effect for so long as a
Participant is eligible to make Before-Tax Contributions or, if
earlier, until changed by a Participant. A Participant may
change his election on Timely Notice effective as of the
Participant’s first payroll check on or after first day of the next
payroll period following the date of the election, or as soon as
administratively possible thereafter.
	 
	 	 	 	A Participant may make an election to have Before-Tax
Contributions to his Account in accordance with this Section 3.3
up to the contribution limit allowed by Code section 402(g) and then
have the contributions automatically switch to After-Tax
Contributions until the maximum contribution rate elected by the
Participant is reached. The Plan will automatically switch
to making Before-Tax Contributions on behalf of the
Participant as of the beginning of the next Plan Year in
such amount as elected by the Participant. This election is not
available when the Participant is contributing Roth 401(k)
Contributions to his Account.






	 	(b)	 	Roth 401(k) Contributions.






	 	(i)	 	A Participant may elect on Timely Notice to
make Roth 401(k) Contributions to his Account in any whole
percentage equal to an amount which is not less than 1% of his Eligible
Earnings and not more than 50% of his Eligible Earnings. A
Participant may also elect to contribute a flat dollar amount of at
least $1.00. A whole percentage and a flat dollar amount may not be contributed
at the same time. The flat dollar amount may not exceed the whole percentage
limits in this section.
	 
	 	(ii)	 	An election to make Roth 401(k) Contributions by
regular payroll deduction shall remain in effect for so long as a
Participant is eligible to make Roth 401(k) Contributions or,
if earlier, until changed by a Participant. A Participant may
change such election on Timely Notice effective as of the
Participant’s first payroll check on or after the first day of the next
payroll period following the date of the election, or as soon as
administratively possible thereafter.
	 
	 	(iii)	 	All Roth 401(k) Contributions equal to the difference
between 4% of a




III-2









 






	 	 	 	Participant’s Eligible Earnings and the
Participant’s Before-Tax Contributions and the
Participant’s After-Tax Contributions, but not less than
zero (0), shall be taken into account in determining the Company Match
Safe Harbor Contributions made on behalf of the Participant.






	 	(c)	 	After-Tax Contributions.






	 	(i)	 	A Participant may elect on Timely Notice to
make After-Tax Contributions to his Account in any whole
percentage equal to an amount which is not less than 1% of his Eligible
Earnings and not more than 50% of his Eligible Earnings. A
Participant may also elect to contribute a flat dollar amount of at
least $1.00. A whole percentage and a flat dollar amount may not be contributed
at the same time. The flat dollar amount may not exceed the whole percentage
limits in this section.
	 
	 	(ii)	 	An election to make After-Tax Contributions by regular
payroll deduction shall remain in effect for so long as a Participant
is eligible to make After-Tax Contributions or, if earlier, until
changed by a Participant. A Participant may change such
election on Timely Notice effective as of the Participant’s
first payroll check on or after the first day of the next payroll period
following the date of the election, or as soon as administratively possible
thereafter.
	 
	 	(iii)	 	All After-Tax Contributions equal to the difference
between 4% of a Participant’s Eligible Earnings and the
Participant’s Before-Tax Contributions and Roth 401(k)
Contributions, but not less than zero (0), shall be taken into account in
determining the Company Match Safe Harbor Contributions made on behalf
of the Participant.






	 	(d)	 	Rollover Contributions, Roth 401(k) Rollover Contributions, and
After-Tax Rollover Contributions. A Participant may contribute, and
the Plan may accept, Rollover Contributions, Roth 401(k) Rollover
Contributions, and After-Tax Rollover Contributions made by a direct
transfer from an Eligible Retirement Plan; provided that the
Participant represents to the Plan that such funds are eligible for rollover.
Notwithstanding the foregoing, if the Plan Administrator learns that such funds are not
eligible to be rolled over, the funds shall be returned to such Participant as
soon as administratively feasible. Upon such transfer to the Plan, a
Participant must make an election to allocate his Rollover
Contributions, After-Tax Rollover Contributions and Roth 401(k)
Rollover Contributions to one or more of the Investment Funds, pursuant to
Section 3.5 herein; if no Participant election is made or the elected
allocation to one or more of the Investment Funds does not equal 100%, the
Rollover Contributions, After-Tax Rollover Contributions, and Roth
Rollover Contributions shall be allocated to the Target Date Funds and then
defaulted into Professional Management as soon as administratively possible
thereafter.
	 
	 	(e)	 	An election by a Participant to make contributions to a
Participant’s Account may include an election for the Plan to
automatically increase each June 1 of the calendar year following the deemed election
in the amount of Before-Tax Contributions, After-Tax Contributions, or
Roth 401(k) Contributions made to the




III-3









 






	 	 	 	Plan in increments between one percent to fifty percent up to a target
amount selected by the Participant not to exceed the maximum percentage
allowed by the Plan. Such election must be made on or before April 30
immediately preceding the June 1 date for which the initial increase applies. If
such election is made after April 30, the increase shall apply June 1 the following
Plan Year.






	 	 	 	Any deemed election under Section 3.1(c) shall include an authorization for the
Plan to automatically increase each June 1 of the calendar year following a
deemed election in the amount of Before-Tax Contributions made to the
Plan in increments of 1% of his Eligible Earnings up to a target
amount of 50% of his Eligible Earnings. The Eligible Employee shall
be given notice of such deemed authorization and a reasonable opportunity to change
the automatic increase of his or her Before-Tax Contributions (including to
zero percent of his Eligible Earnings).






	 	(f)	 	A Participant who is eligible to make Before-Tax Contributions
and Roth 401(k) Contributions under this Plan and who has attained age
50 before the close of the Plan Year shall be eligible to make catch-up
contributions in accordance with, and subject to the limitations of, section 414(v) of
the Code. Such catch-up contributions shall not be taken into account for
purposes of the provisions of the Plan implementing the required limitations of
sections 402(g) and 415 of the Code. The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of
section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
applicable, by reason of the making of such catch-up contributions.






	3.4	 	General Limitation.






	 	(a)	 	Notwithstanding any other provision of this Article III, no
Contribution shall be made to the Plan which would
cause the Plan to fail to
meet the requirements for exemption from tax or to violate any provisions of the
Code.
	 
	 	(b)	 	Notwithstanding any other provision of this Article III, the
Contributions made by and on behalf of a Participant shall not exceed
50% of his Eligible Earnings.






	3.5	 	Investment of Contributions by and on behalf of Participants.






	 	 	Before-Tax Contributions, Roth 401(k) Contributions and After-Tax
Contributions. On Timely Notice, a Participant shall elect to allocate
in whole multiples of 1% all of the Before-Tax Contributions, Roth 401(k)
Contributions and After-Tax Contributions to be made on his behalf during a
Plan Year to one or more of the Core Investment Funds.
	 
	 	 	Before-Tax Contributions for a deemed election pursuant to Section 3.1(c), shall be
allocated to the Target Date Funds and then defaulted into Professional
Management, as soon as administratively possible thereafter.
	 
	 	 	An election under this subsection shall remain in effect until changed by a
Participant. A Participant may change his election and such election shall
be effective as of the date of the Participant’s next Contribution following
Timely Notice of the change, or as soon as administratively possible thereafter. On
January 1, 2010, a Participant in the Plan shall




III-4









 






	 	 	have the elections in effect under the former Kimberly-Clark Corporation Incentive
Investment Plan, unless the Participant only participated in the former
Kimberly-Clark Corporation Retirement Contribution Plan, which then the election(s) under
the former Kimberly-Clark Corporation Retirement Contribution Plan shall apply.






	 	 	A Participant may not allocate Rollover Contributions, Roth 401(k)
Rollover Contributions, After-Tax Rollover Contributions or
Contributions to the Self-Directed Brokerage Account, except as a
reallocation under Section 3.9.
	 
	 	 	Participants hired or reemployed on or after January 1, 2010 shall default into
Target Date Funds and as soon as administratively possible thereafter into
Professional Management. All other eligible Participants effective March
31, 2010 shall default into Professional Management. Participants
defaulting into Professional Management are thereby delegating the authority to the
service provider to make investment decisions with respect to Investment Funds in
Participant Accounts and authorizing the deduction of a reasonable fee
therefrom for the service. Participants shall remain enrolled in Professional
Management until the Participant elects to opt out and following the Timely
Notice of the change, the election to opt out shall be effective as soon as
administratively possible thereafter. Participants who opt out of Professional
Management may remain in Online Advice, if so elected.






	3.6	 	Limitation on Before-Tax Contributions and Roth 401(k) Contributions.
	 
	 	 	Overall Limitation.






	 	(a)	 	Notwithstanding any provision of the Plan to the contrary,
Before-Tax Contributions and Roth 401(k) Contributions made on behalf
of a Participant by his Employer for deposit to his Account
shall not exceed the dollar limitation contained in Code section 402(g) in
effect in any taxable year of the Participant, except to the extent permitted
under subsection 3.3(a)(ii) of the Plan and Code section 414(v), if
applicable.
	 
	 	(b)	 	If a Participant exceeds the dollar limitation in subsection 3.6(a),
the percentage of his Before-Tax Contributions and Roth 401(k)
Contributions shall be reduced in order to meet the limitations of subsection
3.6(a).






	3.7	 	Suspension of All Contributions. On Timely Notice and notwithstanding the
provisions of Section 3.3, a Participant may elect to suspend all of his
Contributions, effective as of the Participant’s first payroll check on or
after the first day of the next payroll period following the date of the election, or as soon
as administratively possible thereafter. On Timely Notice a Participant may
elect to resume Contributions as of the Participant’s first payroll check on
or after the first day of the next payroll period following the date of the election, or as
soon as administratively possible thereafter.
	 
	 	 	A Participant’s Contributions shall be suspended commencing with and
continuing throughout any period during which he fails to qualify as an Eligible
Employee. On Timely Notice upon requalifying as an Eligible Employee a
Participant may elect to make Contributions to his Accounts and such
election shall be effective as soon as administratively possible.




III-5









 












	3.8	 	Payment of Contributions to Trustee. The Employers shall contribute or remit
to the Trustee within the time period required under ERISA and the requirements
thereunder the amounts deducted or withheld from the Participants’ Eligible Earnings as
Contributions under the Plan.
	 
	3.9	 	Reallocation of Participant’s Accounts.






	 	(a)	 	A Participant may, as of any Business Day, elect to (i)
reallocate all or any whole percentage portion, or (ii) effect a fund transfer of all
or any whole percentage portion or dollar amount, of any of his Employee
Accounts or Employer Accounts among the Investment Funds; provided,
however, that






	 	(i)	 	amounts in a Participant’s Employee Accounts or
Employer Accounts in the Stable Income Fund (A) may be
reallocated or transferred to one or more of any of the Investment
Funds except for the Money Market Fund and the Self-Directed
Brokerage Account; and (B) once reallocated or transferred, cannot be
transferred to the Money Market Fund or the Self-Directed Brokerage
Account for a period of not less than 90 days;
	 
	 	(ii)	 	amounts in a Participant’s Employee Accounts or
Employer Accounts reallocated or transferred to the International
Index Fund from another Investment Fund cannot subsequently be
transferred to another Investment Fund for a period of not less than 30
days; and
	 
	 	(iii)	 	the minimum amount which may be reallocated or transferred to
the Self-Directed Brokerage Account is $1,000 per transaction;
provided, however, that a Participant must retain $500 as of the date
of the reallocation or transfer in any combination of the Core Investment
Funds.






	 	(b)	 	A Participant’s election to reallocate or effect a fund transfer shall
be effective as soon as administratively possible following Timely Notice, and
the amount of such reallocation shall be determined by the value of the
Participant’s interest in any Investment Fund on the Valuation
Date on which such reallocation takes effect, subject to any restrictions
prescribed by the Committee.
	 
	 	(c)	 	A Participant may, as of any Business Day, elect automatic
rebalancing of his Plan Accounts every 90 days among the Investment
Funds. Automatic rebalancing is not available to a Participant enrolled in
Professional Management. Automatic rebalancing is not available for the
Self-Directed Brokerage Account. A Participant may opt out of his
automatic rebalancing election on Timely Notice effective as soon as
administratively possible.






	3.10	 	Redeposits and Restored Amounts.






	 	(a)	 	Notwithstanding any provision in this Plan to the contrary, on
Timely Notice, an Employee who has forfeited all or a portion of his
Employer Accounts may redeposit the distribution or withdrawal which caused the
forfeiture before the earlier of (i) the date on which the Employee has been
reemployed for five years or (ii) the date on which the Employee incurs five
consecutive One-Year Periods of Severance following the year of the
distribution or withdrawal. Upon such




III-6









 






	 	 	 	redeposit, the amount of the forfeiture associated with the redeposit shall be
restored to the Employer Account and allocated based on Employee’s
contribution investment elections. Redeposits shall be allocated to the
Plan funds in the same manner as Before-Tax Contributions, Roth
401(k) Contributions and After-Tax Contributions made on behalf of the
Participant. The amount redeposited shall be equal to the amount
distributed or withdrawn from the Before-Tax Contributions, Roth 401(k)
Contributions or After-Tax Contributions section of his Employee
Accounts which caused the forfeiture.






	 	(b)	 	No redeposit of such a withdrawal or distribution shall be permitted if,
coincident with or subsequent to the forfeiture associated with that withdrawal or
distribution, an Employee incurs 5 consecutive One-Year Periods of
Severance.
	 
	 	(c)	 	A Participant who is entitled to no portion of his Employer
Accounts upon termination of employment shall be deemed to have received a
distribution of zero dollars ($0) from such accounts.
	 
	 	(d)	 	Any forfeiture from the Company Match Safe Harbor Contributions or
Profit Sharing Contributions section of his Employer Accounts shall be
restored in accordance with the provisions of this Section 3.10 if the Terminated
Participant returns to his employment with an Employer prior to incurring
five consecutive One-Year Periods of Severance and the Terminated
Participant has either (i) not received a distribution or withdrawal from the
Before-Tax Contributions, Roth 401(k) Contributions, or After-Tax
Contribution section of his Employee Accounts, or (ii) has redeposited such
distribution or withdrawal as provided in subsection (a) above.






	3.11	 	Source of and Interest in Before-Tax Contributions. Anything in this Plan to
the contrary notwithstanding, Before-Tax Contributions shall be made by the
Employers out of current or accumulated earnings and profits, and the
Employers shall have no beneficial interest of any nature whatsoever in any such
Contributions after the same have been received by the Trustee.
	 
	3.12	 	Contributions During Qualified Military Leave. Notwithstanding any provision of this
Plan to the contrary, Contributions, Company Match Safe Harbor
Contributions, and Profit Sharing Contributions may be made for periods of
qualified military service in accordance with Code section 414(u).






III-7












 





ARTICLE IV




EMPLOYER CONTRIBUTIONS





	4.1	 	Contribution Percentage. Subject to Section 4.3, Company Match Safe Harbor
Contributions for each Plan Year shall be 100% of a Participant’s
Before-Tax Contributions, Roth 401(k) Contributions or After-Tax
Contributions on the first 4% of such Participant’s Eligible Earnings per
pay period.
	 
	 	 	Additionally, subject to the limitations stated above, for each Participant whose
total Company Match Safe Harbor Contribution for the Plan Year was limited
to less than 4% of Eligible Earnings for the entire Plan Year by virtue of
the Code section 401(a)(17) or 402(g) limits being reached before Plan Year
end, the Employer shall contribute for each such Participant an additional
“true up” Company Match Safe Harbor Contribution as soon as administratively
possible following the end of each Plan Year (to be allocated to such
Participant’s Account as of the last day of such prior Plan Year)
equal to the difference between (i) the lesser of (x) 100% of such Participant’s
combined Contributions for the Plan Year (up to 4% of such
Participant’s Eligible Earnings), and (y) 4% of such Participant’s
Eligible Earnings for the Plan Year, and (ii) the amount of Company
Match Safe Harbor Contributions previously allocated to such Participant’s
Account for such Plan Year. “True up” Company Match Safe Harbor
Contributions will be invested in the Investment Funds that are current at the
time the “true up” contributions are made, and at the cost per unit of each investment on
the date the Participant’s Account is updated by the recordkeeper to reflect
the “true up” contribution amount. In no event will adjustments to the “true up”
contribution be made to reflect any changes in investment performance which occur prior to
the date such “true up” Company Match Safe Harbor Contribution is actually made.






	4.2	 	Allocation and Payment of Company Match Safe Harbor Contributions. Company Match
Safe Harbor Contributions shall be






	 	(a)	 	made out of current or accumulated earnings and profits,
	 
	 	(b)	 	allocated according to a Participant’s Contributions elections
or deemed elections among the Investment Funds, in accordance with Section 3.5.
	 
	 	(c)	 	made to the Trustee as soon as administratively possible after the
related Contributions are deducted or withheld for payment to the
Trustee, and
	 
	 	(d)	 	made in cash, or at the sole option of the Employer, in shares of
Corporation Stock held in the treasury, or both (but not in authorized but
unissued shares) in which event the amount of any Company Match Safe Harbor
Contribution made in Corporation Stock shall be the Current Market
Value thereof on the date of delivery to the Trustee which, for the
purposes of the Plan, shall be considered as the Trustee’s cost of such shares
except where Treasury Regulations sections 1.402(a)-1(b)(2)(ii) and 54.4975-11(d)(1)
require shares of Corporation Stock acquired while the Plan is an
employee stock ownership plan to have a different cost in order to satisfy their
requirements.




IV-1









 






	 	(e)	 	A Participant may not allocate initial Company Match Safe Harbor
Contributions
to the Self-Directed Brokerage Account, except as a transfer or reallocation
under Section 3.9.
	 
	 	(f)	 	All Company Match Safe Harbor Contributions made with respect to
Plan Years beginning on or after January 1, 2010, shall be allocated to a
Participant’s Company Match Safe Harbor Account. Company Matching
Contributions made with respect to Plan Years beginning on or before
December 31, 2009, are allocated to a Participant’s Company Matching
Account.
	 
	 	(g)	 	By virtue of the Company Match Safe Harbor Contributions, the
Plan is intended to be a “safe harbor plan” under the Code’s rules
prohibiting discrimination in favor of Highly Compensated Employees.
Company Match Safe Harbor Contributions are intended to be matching safe harbor
contributions for the purposes of satisfying the requirements of Code Sections
401(k)(13)(D) and 401(m)(12).






	4.3	 	Temporary Suspension of Company Match Safe Harbor Contributions. The Board
may order the suspension of all Company Match Safe Harbor Contributions if, in its
opinion, the Corporation’s consolidated net income after taxes for the last fiscal
year is substantially below the Corporation’s consolidated net income after taxes for
the immediately preceding fiscal year. Any such determination by the Board shall be
communicated to all Eligible Employees and to all Participants reasonably in
advance of the first date for which such temporary suspension is ordered.
	 
	 	 	Except when caused, as determined by the Board, by a change in the capital structure
of the Corporation which has the effect that the regular cash dividend rate is not
in fairness comparable between successive quarters, any reduction of the regular cash
dividend rate payable on Corporation Stock for any quarter as compared with the
immediately preceding quarter shall automatically result in the suspension of all
Company Match Safe Harbor Contributions for the first Plan Year commencing
after the quarter in which such reduction occurs.






	4.4	 	Limitations on After-Tax Contributions.






	 	(a)	 	Limitations on Actual Contribution Percentage.






	 	(i)	 	In any Plan Year in which the Actual Contribution
Percentage for the group of Highly Compensated Eligible Employees
would be more than the greater of:






	 	(A)	 	the Actual Contribution Percentage of
all other Eligible Employees multiplied by 1.25, or
	 
	 	(B)	 	the lesser of (1) 2 percent plus the Actual
Contribution Percentage of all other Eligible Employees or
(2) the Actual Contribution Percentage of all other
Eligible Employees multiplied by 2.0.






The deferral rate under subsection 3.3 of those Highly Compensated
Eligible Employees shall be reduced pursuant to the following steps:



IV-2









 






	 	(A)	 	The Committee will determine the total
amount of the After-Tax 
Contributions to the Plan by starting with the
Highly Compensated Eligible Employee(s) who has the greatest
contribution rate, reducing his contribution rate (but not below the
next highest contribution rate), then, if necessary, reducing the
contribution rate of the Highly Compensated Eligible
Employee(s) at the next highest contribution rate level,
including the contribution rate of the Highly Compensated
Eligible Employee(s) whose contribution rate the
Committee already has reduced (but not below the next highest
contribution rate), and continuing in this manner until the
Actual Contribution Percentage for the Highly Compensated
Eligible Employees satisfies the test set forth above. These
contributions shall be deemed to be “Excess Aggregate Contributions”
for purposes of this subsection;
	 
	 	(B)	 	After the Committee has determined the
total Excess Aggregate Contributions amount pursuant to Step (A) above,
the Committee shall calculate the total dollar amount by which
the Excess Aggregate Contributions for the Highly Compensated
Eligible Employees must be reduced in order to satisfy the
Actual Contribution Percentage test;
	 
	 	(C)	 	The Committee shall reduce the
After-Tax Contributions of the Highly Compensated Eligible
Employee(s) with the highest dollar amount of After-Tax
Contributions by refunding such contributions to such Highly
Compensated Eligible Employee(s) in the amount required to cause
the dollar amount of such Highly Compensated Eligible
Employee(s)’ After-Tax Contributions to equal the dollar
amount of the After-Tax Contributions of the Highly
Compensated Eligible Employee(s) with the next highest dollar
amount of After-Tax Contributions.
	 
	 	(D)	 	If the total dollar amount of After-Tax
Contributions distributed pursuant to Step (C) above is less than
the total dollar amount of Excess Aggregate Contributions calculated
pursuant to Step (B), Step (C) shall be applied to the Highly
Compensated Eligible Employee(s) with the next highest dollar
amount of After-Tax Contributions until the total amount of
distributed After-Tax Contributions equals the total dollar
amount of Excess Aggregate Contributions calculated in Step (B).
	 
	 	(E)	 	When calculating the amount of a distribution
under Step (C), if a lesser distribution, when added to any amounts
already distributed under this subsection, would equal the total amount
of distributions necessary to permit the Plan to satisfy the
Actual Contributions Percentage test, the lesser amount shall
be distributed from the Plan;
	 
	 	(F)	 	If the total dollar amount of After-Tax
Contributions distributed




IV-3









 






	 	 	 	pursuant to Steps (C) and D above is less
than the total dollar amount of Excess Aggregate Contributions
calculated pursuant to Step (B), Steps (C) and (D) shall again be
applied to the Highly 
Compensated Eligible Employee(s), beginning with the
Highly Compensated Eligible Employee(s) with the highest
dollar amount of Company Match Safe Harbor Contributions
until the total amount of distributed After-Tax Contributions
equals the total dollar amount of Excess Aggregate Contributions
calculated in Step (B).






For purposes of this subsection, a person shall not be considered to be an
Eligible Employee until such time as he or she could first have in
effect a valid election to participate in the Plan.




	 	(ii)	 	After-Tax Contributions for the Plan Year (if
any) in excess of the amount permitted under subsection 4.4(a)(i), together
with the income or loss allocable thereto, shall be distributed to the
Participant after the close of the Plan Year and within 12
months after the close of that Plan Year (and, if practicable, no later
than 6 months after the close of the Plan Year in order to avoid any
excise tax imposed on the Employer for Excess Aggregate Contributions);
provided, however, that an Employer may make qualified nonelective
contributions (as provided under Code section 401(m) and the
regulations thereunder) to be allocated only to the Accounts of
Participants who are not Highly Compensated Eligible Employees
that, with After-Tax Contributions satisfy the limit set forth in
4.4(a)(i) above. Such qualified nonelective contributions (as provided under
Code section 401(m) and the regulations thereunder), whether taken into
account to satisfy the limit set forth in subsection 4.4(a)(i) above, shall be
fully vested when made, shall be allocated as of a date within the Plan
Year, and shall not be distributed before one of the following events:






	 	(A)	 	the Eligible Employee’s death,
disability, or severance from employment, as provided under
Code section 401(k) and applicable regulations;
	 
	 	(B)	 	the Eligible Employee’s attainment of
age 591/2 as provided under Code section 401(k) and applicable
regulations;
	 
	 	(C)	 	the termination of the Plan without the
establishment or maintenance of a successor plan, as provided under
Code section 401(k) and applicable regulations;






	 	(iii)	 	The income or loss allocable to an Excess Aggregate
Contribution shall be calculated through use of the “alternative method”
authorized under Treasury Regulations sections 1.401(k)-2(b)(2)(iv)(C) and
1.401(m)-2(b)(2)(iv)(C).






	 	(b)	 	Additional Limitation. Notwithstanding any provision of the
Plan to the contrary, the Committee may limit or adjust the amount of
After-Tax Contributions in a




IV-4









 






	 	 	 	manner that prevents contributions in excess of
the limit set forth in subsection 4.4(a)(i) above. Also the Committee may
elect, to the extent permitted by Treasury Regulations, to take into account
Company Match Safe Harbor Contributions in computing the Actual
Contribution Percentage.






	4.5	 	Profit Sharing Contributions. Each Eligible Employee who is a
Participant under Section 3.1 of the Plan shall be allocated Profit
Sharing Contributions as provided in Section 4.7.
	 
	 	 	Notwithstanding any provision of the Plan to the contrary, Profit Sharing
Contributions and Service credit with respect to qualified military service will
be provided in accordance with Section 414(u) of the Code.
	 
	4.6	 	Limited Service and Leave of Absence. All Participants who are actively
employed and receiving Eligible Earnings, are entitled to be allocated Profit
Sharing Contributions. Participants who are not actively employed due to a paid
leave of absence shall be allocated Profit Sharing Contributions made during such
period of absence. Profit Sharing Contributions on behalf of a Participant
shall cease upon commencement of his unpaid leave of absence, and such Profit Sharing
Contributions shall resume upon the termination of such leave.
	 
	4.7	 	Amount of Profit Sharing Contribution. Subject to the limitations set forth in
Article V, for each Plan Year, the Employer may pay or cause to be paid to the
Trustee, a discretionary contribution to the Plan that shall be allocated to
the Profit Sharing Account of each eligible Participant sufficient to credit
each such Participant’s Profit Sharing Account with an amount equal to between
zero percent (0%) and six percent (6%) of the Participant’s Eligible Earnings.
The amount of the Profit Sharing Contribution will be determined each Plan
Year in the sole discretion of the Employer.
	 
	4.8	 	Allocations to Profit Sharing Accounts. Profit Sharing Contributions made
pursuant to Section 4.7 shall be allocated to the Profit Sharing Account of each
Participant employed by Employer on the last day of such Plan Year or
if terminated employment on or after age 55, as soon as administratively possible following
payment to the Trust. Profit Sharing Contributions shall be allocated
according to a Participant’s Contributions elections or deemed elections among
Investment Funds, in accordance with Section 3.5. In the event the
Participant does not elect the manner in which his Participant
Contributions are to be invested, and has no Account under the Plan
the Trustee shall invest his Profit Sharing Contributions in the Target
Date Funds and then defaulted into Professional Management until such time the
Participant elects the manner in which his Participant Contributions
are to be invested.
	 
	4.9	 	Payment of Contributions to Trustee. Amounts representing Profit Sharing
Contributions shall be paid into the Trust.
	 
	4.10	 	Deductibility Requirement. All Profit Sharing Contributions under the
Plan are conditioned upon the deductibility of such Profit Sharing
Contributions under Section 404 of the Code and to the extent the deduction is
disallowed, shall be returned to the Employer within one year after the disallowance
of the deduction. Earnings attributable to such Profit Sharing Contributions
shall not be returned to the Employer but losses attributable thereto shall reduce the
amount to be so returned. For purposes of this Section 4.10, Profit Sharing
Contributions which are not deductible in the current taxable




IV-5









 






	 	 	year of the Employer
but which may be deducted in taxable years subsequent to the year in respect of which it is
made, shall not be considered to be disallowed.
	 
	4.11	 	Mistaken Contributions. If Profit Sharing Contributions are made by reason
of a mistake of fact, such Profit Sharing Contributions shall be returned to the
Employer within one
year after such Profit Sharing Contributions are made. The amount which may be
returned to the Employer shall not exceed the excess of (i) the amount contributed,
over (ii) the amount that would have been contributed had there not occurred a mistake of
fact or a mistake in determining the deduction. Eligible Earnings attributable to
the excess Profit Sharing Contributions shall not be returned to the
Employer but losses attributable thereto shall reduce the amount to be so returned.
	 
	4.12	 	General Limitation. Notwithstanding any other provision of this Article IV, no
Profit Sharing Contribution shall be made to the Plan which would cause the
Plan to fail to meet the requirements for exemption from tax or to violate any
provisions of the Code.




IV-6









 











ARTICLE V




TRUSTEE AND TRUST AGREEMENT





	5.1	 	Trust Agreement.






	 	(a)	 	The Corporation shall enter into a trust agreement with a person or
corporation selected by the Committee to act as Trustee of
Contributions, Profit Sharing Contributions, Company Match Safe
Harbor Contributions, Retirement Contributions, Company Matching
Contributions, Rollover Contributions, After-Tax Rollover
Contributions and Roth 401(k) Roll-Over Contributions. The Trustee
shall receive all Contributions, Profit Sharing Contributions and
Company Match Safe Harbor Contributions and shall hold, manage, administer, and
invest the same, reinvest any income, and, in accordance with instructions and
directions of the Committee subject to the Plan, make distributions.
	 
	 	(b)	 	The trust agreement shall be in such form and contain such provisions as the
Committee may deem necessary and appropriate to effectuate the purposes of
the Plan and to qualify the Plan and the Trust under the Code. Upon
the written request of an Eligible Employee, a copy of the trust agreement
shall be made available for his inspection.
	 
	 	(c)	 	The Committee may, from time to time, remove the Trustee or any
successor Trustee at any time and any such Trustee or any successor
Trustee may resign. The Committee shall, upon removal or resignation of
a Trustee, appoint a successor Trustee.
	 
	 	(d)	 	The Trustee’s accounts, books, and records relating to the
Trust may be audited annually by auditors selected by the Committee.
	 
	 	(e)	 	The Trustee’s fee shall be paid by the Trustee out of those
funds of the Trust making up the Core Investment Funds, unless paid by
the Corporation in its discretion. Brokerage fees, asset management fees,
investment management fees and other direct costs of investment, taxes (including
interest and penalties), and administrative expenses of the Plan shall be paid
by the Trustee out of the funds of the Trust to which such costs are
attributable, unless paid by the Corporation in its discretion; provided,
however, that trustee, recordkeeping and administrative expenses of the Plan
shall not be attributed to the Self-Directed Brokerage Account. The transfer
taxes, brokerage fees and other expenses in connection with the purchase, sale or
distribution of Corporation Stock shall be paid by the Trust, and shall
be deemed part of the cost of such Corporation Stock, or deducted in computing
the sale proceeds therefrom, as the case may be except to the extent that the
Corporation, in its sole discretion, determines that such taxes, fees or
expenses (other than transfer taxes on distribution) shall be paid by the
Employer.




 









 











ARTICLE VI




INVESTMENT, PARTICIPANT’S ACCOUNTS, AND VOTING OF STOCK





	6.1	 	Investment of Contributions.






	 	(a)	 	A Participant’s Contributions, Company Matching
Contributions, Company Match Safe Harbor Contributions, Retirement
Contributions, and Profit Sharing Contributions shall be invested in the
Investment Funds in accordance with the Participant’s allocations under
Section 3.5, Section 4.2 and Section 4.8 and reallocated in such Investment
Funds in accordance with the Participant’s directions under Section 3.9.
	 
	 	(b)	 	The Committee shall designate Participant’s
Contributions, Company Match Safe Harbor Contributions, and Profit
Sharing Contributions for payment to the Trustee for investment, and
Employee Accounts and Employer Accounts for reallocation in accordance
with subsection 6.1(a), and shall advise the Trustee of such designation.






	6.2	 	Participant’s Accounts.






	 	(a)	 	Establishment of Accounts. Each Participant shall have
established and maintained for him separate Accounts which, depending upon the
allocation and reallocation options he has selected, shall consist of Employee
Accounts and Employer Accounts in one or more of the Investment
Funds. Each such Employee Account shall be subdivided into a
Before-Tax Contributions Section, Roth 401(k) Contributions Section and
an After-Tax Contribution Section. Each such Employer Account shall be
subdivided into subsections corresponding to the Sections of Employee Accounts.
	 
	 	(b)	 	Crediting of Accounts. As of the close of business on each
Valuation Date the designated Accounts of each Participant
shall be appropriately credited with the amounts of his Contributions and
Contributions made on his behalf on that Valuation Date, or the
reallocation or transfer of his other Accounts, if any, effective on that
Valuation Date and his Accounts shall be credited with the amount of
any Company Match Safe Harbor Contributions and/or Profit Sharing
Contributions made with respect to him on that Valuation Date.
	 
	 	(c)	 	Valuation of Accounts. Each Participant’s Accounts
shall be valued and adjusted each Business Day to preserve for each
Participant his proportionate interest in the related funds and reflect the
effect of income, collected and accrued, realized and unrealized profits and losses,
expenses, valuation adjustments, and all other transactions with respect to the related
fund as follows:






	 	(i)	 	The Current Market Value of the assets held in each of
the funds shall be determined by the Trustee, and
	 
	 	(ii)	 	The separate balances provided for in subsection 6.2(b) of each
Participant’s Account under each of the related funds shall be
adjusted by




VI-1









 






	 	 	 	multiplying by the ratio that the Current Market Value of
such fund as determined under subsection 6.2(c)(i) bears to the aggregate of
the Account balances under such fund.






	 	(d)	 	For purposes of Section 7.7, the Participant’s Account balance shall
refer to the Account balance as of the last Valuation Date in the calendar year
immediately preceding the Distribution Calendar Year (valuation calendar year)
increased by the amount of any contributions made and allocated for forfeitures
allocated to the Account balance as of the dates in the valuation calendar year after the
Valuation Date, and decreased by distributions made in the valuation
calendar year after the Valuation Date. The Account balance for the
valuation calendar year includes any amounts rolled over or transferred to the
Plan either in the valuation calendar year or in the Distribution
Calendar Year if distributed or transferred in the valuation calendar year.






	6.3	 	Stock Rights, Stock Splits and Stock Dividends. A Participant shall have no
right of request, direction or demand upon the Committee or the Trustee to
exercise in his behalf rights to purchase shares of Corporation Stock or other
securities of the Corporation. The Trustee, at the direction of the
Committee, shall exercise or sell any rights to purchase shares of Corporation
Stock appertaining to shares of such stock held by the Trustee and shall sell at
the direction of the Committee any rights to purchase other securities of the
Corporation appertaining to shares of Corporation Stock held by the
Trustee. The Accounts of Participants shall be appropriately
credited. Shares of  Corporation Stock received by the Trustee by reason of a
stock split or a stock dividend shall be appropriately allocated to the Accounts of
the Participants.
	 
	6.4	 	Voting of Corporation Stock. A Participant (or in the event of his death,
his Beneficiary) may direct the voting at each annual meeting and at each special
meeting of the stockholders of the Corporation of that number of whole shares of
Corporation Stock held by the Trustee and attributable to the balances in his
K-C Stock Fund Account as of the Valuation Date coincident with the
record date for such meeting. Each such Participant (or Beneficiary) will be
provided with copies of pertinent proxy solicitation material together with a request for his
instructions as to how such shares are to be voted. The Committee shall direct the
Trustee to vote such shares in accordance with such instructions and shall also direct
the Trustee how to vote any shares of Corporation Stock at any meeting for
which it has not received, or is not subject to receiving, such voting instructions.
Notwithstanding the foregoing, a Participant’s (or Beneficiary’s) voting
instructions shall apply to the balances in the K-C Stock Fund Accounts for
all plans maintained by an Employer in which he participates.
	 
	6.5	 	Tender Offers. A Participant (or in the event of his death, his
Beneficiary) may direct the Trustee in writing how to respond to a tender or
exchange offer for any or all whole shares of Corporation Stock held by the
Trustee and attributable to the balances in his K-C Stock Fund Account
as of the Valuation Date coincident with such offer. The Committee shall
notify each Participant (or Beneficiary) and exert its best efforts to timely
distribute or cause to be distributed to him such information as will be distributed to
stockholders of the Corporation in connection with any such tender or exchange offer.
Upon receipt of such instructions, the Trustee shall tender such shares of
Corporation Stock as and to the extent so instructed. If the Trustee shall
not receive instructions from a Participant (or Beneficiary) regarding any
such tender or exchange offer for such




VI-2









 






	 	 	shares of  Corporation Stock (or shall receive
instructions not to tender or exchange such shares), the Trustee shall have no
discretion in such matter and shall take no action with respect thereto. With respect to
 shares of Corporation Stock in the K-C Stock Fund for which the
Trustee is not subject to receiving such instructions, however, the Trustee
shall tender such shares in the same ratio as the number of shares for which it receives
instructions to tender bears to the total number of shares for which it is subject to
receiving instructions, and shall have no discretion in such matter and shall take no action
with respect thereto other than as specifically provided in this sentence. Notwithstanding the
foregoing, a Participant’s (or Beneficiary’s) voting instructions shall
apply to the balances in the K-C Stock Fund Accounts for all plans
maintained by an Employer in which he participates.




VI-3









 











ARTICLE VII




DISTRIBUTION OF ACCOUNTS





	7.1	 	Accounts to be Distributed.






	 	(a)	 	Termination On or After Attainment of Age 55. If a
Participant’s employment with an Employer is terminated on or after his
attainment of age 55, he shall be fully vested in his Accounts and shall be
entitled to receive a distribution of the entire amount then in his Accounts in
accordance with Section 7.5.
	 
	 	(b)	 	Termination Upon Death. In the event that the termination of
employment of a Participant is caused by his death, or a Terminated
Participant dies prior to the first day on which such Terminated
Participant’s Accounts are payable, the entire amount then in his
Accounts shall be paid to his Beneficiary in accordance with Section
7.5 after receipt of acceptable proof of death in accordance with Committee
rules.
	 
	 	(c)	 	Termination for Other Reasons. If a Participant’s employment
with an Employer is terminated for any other reason, the Participant
shall be entitled to the entire amount in his Employee Accounts and a portion
of his Employer Accounts as determined in accordance with the following
schedule:






	 	 	 	 	 	 	 	 	 
	 	 	Vested	 	 	Forfeited	 
	Years of Service	 	Percentage	 	 	Percentage	 
	Less than 2
	 	 	    0%	 	 	 	100%	 
	2 or more
	 	 	100%	 	 	 	    0%	 







In the event that the termination of employment of a Participant is caused
by any reason other than the Employee quits, is discharged, retires or dies,
the Participant will be deemed to have a 12 month period of absence following
the date of such termination of employment, for purposes of determining the portion
of his Employer Accounts which such Participant shall be entitled to
receive in a distribution in accordance with this subsection.




Other Vesting Events. Notwithstanding the above, each Participant’s
interest in his Profit Sharing Contributions (and any earnings thereon) made
on his behalf shall be vested in such Participant in whole, upon the
termination or partial termination of the Plan, or the complete
discontinuance of all Profit Sharing Contributions under the Plan
(provided, however, that such discontinuance or partial termination relates to such
Participant).




	 	(d)	 	Deferred Distributions. Notwithstanding anything in this Article VII
to the contrary, if the aggregate value of the Accounts of any
Participant exceeds $5,000 as provided under Code section 411(a)(11),
an immediate distribution shall not be made without the consent of the
Participant in accordance with Section 7.5. A Participant who fails to
consent to a distribution under this subsection shall continue to participate as a
Terminated Participant and shall be




VII-1









 






	 	 	 	entitled to a distribution of his
Employee Accounts and the vested percentage of his Employer Accounts.
Upon Timely Notice of request for payment, the Terminated Participant’s
Employee Accounts and the vested percentage of his Employer Accounts
shall be distributed in accordance with the provisions of Section 7.5.






	 	(e)	 	Qualified Distribution from a Roth 401(k) Account or Roth Rollover
Account. A “qualified distribution” from a Participant’s Roth 401(k)
Account and/or Roth Rollover Account is non includible in the
Participant’s gross income. A qualified distribution is a distribution that is
made after the end of a specified nonexclusion period (defined below) and that is (i)
made on or after the date on which the Participant attains age 59-1/2; (ii) made
to a Beneficiary (or to the estate of the Participant) on or after the
death of the Participant; or (iii) attributable to the Participant
being disabled within the definition of Code Section 72(m)(7). The
nonexclusion period is the 5-taxable-year period beginning the earlier of: (i) the
first taxable year for which the Participant made a Roth 401(k)
Contribution to the Roth 401(k) Account under the Plan; or (ii) if
the Participant has a Roth Rollover Contribution from a direct rollover
of a designated Roth contribution from another qualified plan to his Roth Rollover
Account, then the first taxable year for which the Participant made a
designated Roth contribution to such prior plan’s previously established designated
Roth account.






	7.2	 	Timing of Distributions. A Participant’s election to receive a distribution
of his Accounts shall be effective as soon as practicable following Timely
Notice and the amount of the distribution shall be determined by the value of the
Participant’s interest in any Investment Fund as of the Valuation Date
of the distribution. Any forfeiture with respect to the Accounts of the
Participant or Terminated Participant shall be determined as of the
Valuation Date coincident with such Participant’s or Terminated
Participant’s termination of employment. Distribution of a Participant’s
Accounts shall be made to him or to his Beneficiary after the termination of
his employment and as soon as practicable following his request for a distribution.
	 
	7.3	 	Certain Definitions Relating to Distributions and Withdrawals. The following are
forms of distribution under the Plan:






	 	(a)	 	All Stock Distribution. An All Stock Distribution of a
Participant’s Accounts shall mean a single distribution as of the
Valuation Date consisting of full shares of Corporation Stock
attributable to the Participant’s Employee Accounts and to the vested
percentage of his Employer Accounts, together with the cash equivalent of the
Current Market Value on the Valuation Date of fractional shares of such
stock attributable to such Accounts.
	 
	 	(b)	 	Stock and Cash Distribution. A Stock and Cash Distribution of
a Participant’s Accounts shall mean a single distribution consisting
of:






	 	(i)	 	the cash equivalent of the Current Market Value on the
Valuation Date of the Participant’s Employee Accounts,
except his Employee Account in the K-C Stock Fund, and the
vested percentage of his Employer Accounts, except his Employer
Account in the K-C Stock Fund, and




VII-2









 






	 	(ii)	 	full shares of Corporation Stock on the Valuation
Date, attributable to the Participant’s Employee Account in
the K-C Stock Fund and to the vested percentage of his Employer
Account in the K-C Stock Fund, together with the cash equivalent of
the Current Market Value on the Valuation Date of fractional
shares of such stock attributable to such Accounts, and
	 
	 	(iii)	 	the cash equivalent of any other interest attributable to the
Participant’s Accounts, except the forfeited percentage of his
Employer Accounts, on the Valuation Date.






	 	(c)	 	All Cash Distribution. An All Cash Distribution of a
Participant’s Accounts shall mean the same as a Stock and Cash
Distribution, as defined in subsection 7.3(b), except that clause (ii) in said
subsection shall be replaced by the following clause:






	 	(ii)	 	the cash equivalent of the Current Market Value as of
the Valuation Date of all the shares and fractional shares of
Corporation Stock attributable to the Participant’s
Employee Account in the K-C Stock Fund and to the vested
percentage of his Employer Account in the K-C Stock Fund.






	7.4	 	Lump Sum and Partial Distributions. A Lump Sum Distribution or a Partial
Distribution may be elected by any Participant, Beneficiary, or alternate
payee under a Qualified Domestic Relations Order, in the form of an All Cash
Distribution, a Stock and Cash Distribution or an All Stock Distribution.






	7.5	 	Methods of Distribution.






	 	(a)	 	Distribution by Reason of Death. The Beneficiary of a
Participant to which subsection 7.1(b) applies shall be entitled to receive a
distribution of such Participant’s Accounts in any form available
pursuant to the terms of the Plan as elected by the Beneficiary. If a
Participant designates a Beneficiary other than his spouse at the time
of such designation, such designation shall not be valid unless:






	 	(i)	 	the spouse of such Participant consents in writing to
each such election or designation and acknowledges its effect, and
	 
	 	(ii)	 	such consent is witnessed by either a notary public or a
Plan representative designated by the Committee.






	 	No spousal consent described in the immediately preceding sentence need be
furnished, however, with respect to any election or designation if the
Committee is satisfied that there is no spouse, that the spouse cannot be
located, or that such consent is unobtainable for any other reason provided under
regulations of the Internal Revenue Service.






	 	(b)	 	Distribution Upon Termination of Employment for Reasons Other than Death. A
Participant who is entitled to receive a distribution of his Accounts due
to the termination of his employment for any reason specified in Section 7.1, except death,
may on Timely Notice elect to receive such distribution in the form of an






VII-3












 






     All Stock Distribution, a Stock and Cash Distribution or an All Cash
Distribution, at any time.





	 	(c)	 	Small Distributions. Notwithstanding any provision of this Section 7.5
to the contrary:






	 	(i)	 	if the aggregate value of a Participant’s
Accounts does not exceed $1,000 as provided under Code section
411(a)(11), the Committee shall direct the distribution of the
Accounts of any Participant as an All Stock
Distribution, a Stock and Cash Distribution, an All Cash
Distribution as elected by the Participant or his
Beneficiary made directly to the Participant or his
Beneficiary, or by a direct rollover of an eligible rollover
distribution paid directly to a single eligible retirement plan specified by
the Participant or his Beneficiary as described in Section
7.11. If no earlier election is made, Timely Notice of a request for
payment shall be deemed to have been given as of the Valuation Date
which is 90 days following notice of the Participant’s entitlement to a
distribution under Section 7.1, and such distribution shall be in the form of
an All Cash Distribution.
	 
	 	(ii)	 	if the aggregate value of a Participant’s
Accounts exceeds $1,000 but does not exceed $5,000, as provided under
Code section 411(a)(11), the Committee shall direct the
distribution of the Accounts of any Participant as an All
Stock Distribution, a Stock and Cash Distribution, an All Cash
Distribution as elected by the Participant or his
Beneficiary made directly to the Participant or his
Beneficiary, or by a direct rollover of an eligible rollover
distribution paid directly to a single eligible retirement plan specified by
the Participant or his Beneficiary as described in Section
7.11. If no earlier election is made, Timely Notice of a request for
payment shall be deemed to have been given as of the Valuation Date
which is 90 days following notice of the Participant’s entitlement to a
distribution under Section 7.1, and such distribution shall be in the form of
an All Cash Distribution made directly to the Participant or
his Beneficiary by a mandatory rollover to an individual retirement
account described in Code section 408(a) as selected by the
Committee.






	7.6	 	Miscellaneous.






	 	(a)	 	For the purpose of the Plan, no termination of employment will be
deemed to have occurred in any instance where the person involved remains in
Service or is re-employed by an Employer prior to receiving a
distribution of his Accounts.
	 
	 	(b)	 	In the event of the death, prior to his receipt of a distribution, of a
Participant who at the time of his death was entitled to receive distribution
and elected to receive such distribution in the form of an All Stock
Distribution, a Stock and Cash Distribution, or an All Cash
Distribution, and if the Committee has notice of the Participant’s
death prior to such distribution, then such distribution shall be made to the
Participant’s Beneficiary by the same method as it would have been made
to the Participant but for his death.




VII-4









 






	 	(c)	 	Notwithstanding anything in this Article VII to the contrary, the distribution
provisions of this Article VII shall not apply for a Terminated Participant or
Participant whose qualified domestic relations order is pending approval by the
Plan Administrator.
	 
	 	(d)	 	No distribution shall be made directly from the Self-Directed Brokerage
Account. A distribution of funds allocated to the Self-Directed Brokerage
Account must first be transferred or reallocated to the Participant’s or
Beneficiary’s Accounts in one or more of the Core Investment
Funds.






	7.7	 	Required Distributions.






	 	(a)	 	General Rules: Notwithstanding any provision of the Plan to the
contrary, a Participant’s Accounts shall be distributed on:






	 	(i)	 	the 60th day after the latest of:






	 	(A)	 	the close of the Plan Year in which the
Participant attains age 65,
	 
	 	(B)	 	the close of the Plan Year which
includes the date 10 years after the date the Participant first
commenced participating in the Plan, or
	 
	 	(C)	 	the close of the Plan Year in which the
Participant terminated employment with his Employer.






	 	unless the Participant defers his election to a later date, which can be no
later than the date specified in 7.7(a)(ii) below. This date shall be the Required
Beginning Date:






	 	(ii)	 	With respect to a Participant other than a
Participant who is a five percent owner as defined in Code
section 401(a)(9), April 1 of the calendar year following the later of






	 	(A)	 	the calendar year in which the
Participant attains age 70-1/2, or
	 
	 	(B)	 	the calendar year in which the
Participant retires or terminates employment.






	 	 	 	With respect to a Participant who is a five percent owner as defined
in Code section 401(a)(9), April 1 of the calendar year following
the year in which the Participant attains age 70-1/2.






	 	(iii)	 	The Plan will apply the minimum distribution
requirements of Code section 401(a)(9) in accordance with the final and
temporary regulations under Code section 401(a)(9) that were issued on
April 17, 2002.






	 	(b)	 	Death of Participant Before Distributions Begin: The Accounts
of a Participant shall be distributed to a Beneficiary:




VII-5









 












	 	(i)	 	who is the surviving spouse and Participant’s sole
designated Beneficiary, commencing on or before December 31 of the later of:






	 	(A)	 	the calendar year in which the
Participant would have attained age 70-1/2 (only applicable if
a Participant dies prior to the Required Beginning Date as
determined in subsection 7.7(a)(ii)), or
	 
	 	(B)	 	the calendar year following the year of the
Participant’s death, or
	 
	 	(C)	 	such other period specified under the
requirements of Code section 401(a)(9) and the regulations
thereunder.






	 	(ii)	 	who is not the surviving spouse, commencing on or before
December 31 of:






	 	(A)	 	the calendar year following the year of the
Participant’s death, or
	 
	 	(B)	 	such other period specified under the
requirements of Code section 401(a)(9) and the regulations
thereunder.






	 	(iii)	 	If the Participant has no designated
Beneficiary as of September 30 of the year following the year of the
Participant’s death, and the Participant dies prior to the
Required Beginning Date as determined in subsection 7.7(a)(ii),
distribution of the Accounts of the Participant must be
completed by December 31 of the calendar year containing the fifth anniversary
of the Participant’s death.
	 
	 	(iv)	 	If the Participant’s surviving spouse is the
Participant’s sole Beneficiary, and the surviving spouse dies
after the Participant, but before distributions to the surviving spouse
begin, subsections 7.7(b)(ii) and 7.7(b)(iii) will apply as if the surviving
spouse were the Participant.






	 	 	 	For purposes of this subsection 7.7(b), 7.7(d) and subsection 7.7(e), unless
subsection 7.7(b)(iv) applies, distributions are considered to begin on the
Participant’s Required Beginning Date. If subsection 7.7(b)(iv)
applies, distributions are considered to begin on the date distributions are
required to begin to the surviving spouse under subsection 7.7(b)(i).






	 	Forms of Distribution. Unless the Participant’s interest is distributed in a
single sum on or before the Required Beginning Date, as of the first distribution
calendar year, distributions will be made in accordance with subsections 7.7(c), 7.7(d) and
7.7(e).






	 	(c)	 	Required Minimum Distributions During Participant’s Lifetime: During
the Participant’s lifetime, the minimum amount that will be distributed for
each Distribution Calendar Year shall be the lesser of:






	 	(i)	 	the quotient obtained by dividing the Participant’s
account balance by the distribution period in the Uniform Lifetime Table set
forth in section 1.401(a)(9)-9 of the regulations, using the
Participant’s age as of the Participant’s birthday in the Distribution Calendar Year, or




VII-6









 












	 	(ii)	 	if the Participant’s sole Beneficiary for the
Distribution Calendar Year is the Participant’s spouse, the
quotient obtained by dividing the Participant’s account balance by the
number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9
of the regulations, using the Participant’s and spouse’s attained as of
the Participant’s and spouse’s birthdays in the Distribution
Calendar Year.
	 
	 	 	 	Required minimum distributions will be determined under this subsection 7.7(c)
beginning with the first Distribution Calendar Year and up to and including
the Distribution Calendar Year that includes the Participant’s date
of death.






	 	(d)	 	Required Minimum Distributions After Participant’s Death: If the
Participant dies on or after the date distributions begin and there is a
Beneficiary, the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Participant’s death is
the quotient obtained by dividing the Participant’s account balance by the
longer of the remaining Life Expectancy of the Participant’s or the
remaining Life Expectancy of the Participant’s Beneficiary,
determined as follows:






	 	(i)	 	The Participant’s remaining Life Expectancy is
calculated using the age of the Participant in the year of death,
reduced by one for each subsequent year.
	 
	 	(ii)	 	If the Participant’s surviving spouse is the
Participant’s sole Beneficiary, the remaining Life
Expectancy of the surviving spouse is calculated for each Distribution
Calendar Year after the year of the Participant’s death using the
surviving spouse’s age as of the spouse’s birthday in that year. For
Distribution Calendar Years after the year of the surviving spouse’s
death, the remaining Life Expectancy of the surviving spouse is
calculated using the age of the surviving spouse as of the spouse’s birthday in
the calendar year of the spouse’s death, reduced by one for each subsequent
year.
	 
	 	(iii)	 	If the Participant’s surviving spouse is not the
Participant’s sole Beneficiary, the Beneficiary’s
remaining life expectancy is calculated using the age of the
Beneficiary in the year following the year of the Participant’s
death, reduced by one for each subsequent year.
	 
	 	(iv)	 	If the Participant dies on or after the date
distributions begin and there is no Beneficiary as of September 30 of
the year after the year of the Participant’s death, the minimum amount
that will be distributed for each Distribution Calendar Year after the
year of the Participant’s death is the quotient obtained by dividing
the Participant’s account balance by the Participant’s
remaining Life Expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent
year.




VII-7









 












	 	(e)	 	Death Before Distributions Begin:






	 	(i)	 	If the Participant dies before the date distributions
begin and there is a Beneficiary, the minimum amount that will be
distributed for each Distribution Calendar Year after the year of the
Participant’s death is the quotient obtained by dividing the
Participant’s account balance by the remaining Life Expectancy
of the Participant’s Beneficiary, determined as provided in
subsection 7.7(d).
	 
	 	(ii)	 	If the Participant dies before the date distributions
begin and there is no Beneficiary as of September 30 of the year
following the year of the Participant’s death, distribution of the
Participant’s entire interest will be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant’s
death.
	 
	 	(iii)	 	If the Participant dies before the date distributions
begin, the Participant’s surviving spouse is the Participant’s
sole Beneficiary, and the surviving spouse dies before distributions
are required to begin to the surviving spouse under subsection 7.7(b)(i), this
subsection 7.7(e) will apply as if the surviving spouse were the
Participant .






	 	(f)	 	All distributions from the Plan shall be made in accordance with the
requirements of Code section 401(a)(9), including Code section
401(a)(9)(G), and the regulations and the Internal Revenue Service rulings and other
interpretations issued thereunder. The provisions of Section 7.7 override any
distribution options in the Plan inconsistent with Code section
401(a)(9). Notwithstanding the other provisions of Section 7.7, distributions may be
made under a designation made before January 1, 1984, in accordance with Sec. 242(b)(2)
of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the
Plan that relate to Sec. 242(b)(2) of TEFRA.






	 	(g)	 	The Committee may, in its discretion, establish procedures for making
such required distributions consistent with the provisions hereof.






	7.8	 	Unclaimed Benefits. During the time when a benefit hereunder is payable to any
Terminated Participant or, if deceased, his Beneficiary, the Committee
shall mail by regular mail to such Participant or Beneficiary, at his last
known address, a written demand for his then address, or for satisfactory evidence of his
continued life, or both. If such information is not furnished to the Committee within
12 months from the mailing of such demand, then the Committee may, under rules
established by the Committee, in its sole discretion, declare such benefit, or any
unpaid portion thereof, suspended, with the result that such unclaimed benefit shall be
treated as a forfeiture for the Plan Year within which such 12-month period ends, but
shall be subject to restoration through an Employer Contribution if the lost
Participant or such Beneficiary later files a claim for such benefit.
	 
	7.9	 	Form of ESOP Benefit. Notwithstanding anything in the Plan to the contrary
but subject to the provisions of subsections 7.5(c) and 7.7, the form of benefit payment
available to




VII-8









 






	 	 	a Participant, unless the Participant elects otherwise, shall be
substantially equal
periodic payments (not less frequently than annually) over a period not longer than the
greater of (i) five (5) years, or (ii) in the case of a Participant whose vested
portion of his Accounts exceeds $500,000 (as adjusted by legislation or for
cost-of-living increases), five (5) years plus one (1) additional year (not exceeding five
(5) additional years) for each $100,000 (or fraction of $100,000) (as adjusted by
legislation or for cost-of-living increases) by which the vested portion of his
Accounts exceeds $500,000 (as adjusted by legislation or for cost-of-living
increases).
	 
	7.10	 	ESOP Dividend Distributions.






	 	(a)	 	A Participant, or if the Participant has died, his
Beneficiary, may elect to have dividends on Corporation Stock allocated
to the Participant’s Accounts distributed to him under this Section.
Dividends retained in the Trust under this Section shall be invested as
directed under Section 3.9. Notwithstanding both the dollar amount (if any) of any
election under this Section and the preceding provisions of this Section, the amount
actually paid under this Section shall not exceed the lesser of (i) the electing
Participant’s share of the dividends subject to such election and (ii) his
balance in his Accounts at the time of payment. A dividend payment shall not
be made to a Participant or Beneficiary whose qualified domestic
relations order is pending approval by the Plan Administrator.
	 
	 	(b)	 	Notwithstanding subsection 7.10(a) above, a Participant may
affirmatively elect prior to the ex-dividend date to have 100% of the dividends paid to
the Trust on Corporation Stock allocated to such Participant’s
Accounts, distributed to him on or after the dividend payment date. A
Participant’s election to receive such dividends allocated to his
Accounts becomes irrevocable as of 11:59 p.m. (Central Time) on the day prior
to the ex-dividend date related to such dividend. An election under this subsection
shall remain in effect for each subsequent dividend payment as long as a
Participant is eligible to receive a distribution or, if earlier, until changed
by the Participant.
	 
	 	(c)	 	Notwithstanding any other provisions of Section 7.1, a Participant
shall be fully vested in any dividends paid to the Trust on Corporation
Stock,  and shall be entitled to receive a distribution
of the entire amount of such dividends allocated to his Accounts in accordance
with Section 7.7.






	7.11	 	Direct Rollovers. Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a distributee’s election under this Section, a distributee may
elect, at the time and in the manner prescribed by the Committee, to have any portion
of an eligible rollover distribution paid directly to a single eligible retirement plan
specified by the distributee in a direct rollover.
	 
	 	 	For purposes of this Section, the following definitions shall apply:






	 	(a)	 	An “eligible rollover distribution” is any distribution of all or any portion
of the balance to the credit of the distributee, except that an eligible rollover
distribution does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made for the
life (or life 




VII-9









 






	 	 	 	expectancy) of the distributee and the distributee’s
designated beneficiary, or for  a specified period of ten years of more; any distribution to the extent that such
distribution is required under Code section 401(a)(9); and any hardship
distribution.
	 
	 	(b)	 	An “eligible retirement plan” is an individual retirement account described in
Code section 408(a), an individual retirement annuity described in Code
section 408(b), an annuity plan described in Code section 403(a), or a
qualified trust described in Code section 401(a), an annuity contract described
in Code section 403(b), or an eligible plan under Code section 457(b)
which is maintained by an employer described in Code section 457(e)(1)(A) and
which agrees to separately account for amounts transferred into such plan from this
Plan. However, in the case of a nonspouse designated beneficiary of the
Participant, an eligible retirement plan is limited to an individual retirement
plan as described in section 402(c)(8)B(i) or (ii) of the Code established for
the purpose of receiving the distribution.
	 
	 	(c)	 	A “distributee” includes a Participant. The Participant’s
surviving spouse and the Participant’s spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in Code
section 414(p), are distributees with regard to the interest of the spouse or former
spouse. A distributee also including the nonspouse designated beneficiary of a
deceased Employee as defined in Code section 402(c)(11).
	 
	 	(d)	 	A “direct rollover” is a payment by the Plan to the eligible retirement
plan specified by the distributee. For a nonspouse designated beneficiary, the payment
must be a direct trustee-to-trustee transfer.
	 
	 	(e)	 	A “qualified rollover contribution” as described in Code section
408A(e) may be made from the Plan to: (i) another designated Roth account of
the Participant, or (ii) a Roth IRA in a direct rollover subject to the rules
and provisions set forth in Code section 408A and any regulations issued
thereunder.
	 
	 	This Section shall not be construed to alter any of the requirements for distributions or
withdrawals under the remaining provisions of this Article VII and the provisions of Article
VIII.






	7.12	 	Limitations on Distribution of Before-Tax Contributions. Notwithstanding any other
provision of the Plan to the contrary, Before-Tax Contributions and earnings thereon
(except for the withdrawal of earnings provided under subsection 8.2(b)) shall not be
distributed before one of the following events:






	 	(a)	 	the Eligible Employee’s death, disability (as defined below), or
severance from employment, as provided under Code section 401(k) and applicable
regulations;
	 
	 	(b)	 	the Eligible Employee’s attainment of age 591/2 or the Eligible
Employee’s hardship, as provided under Code section 401(k) and applicable
regulations;
	 
	 	(c)	 	the termination of the Plan without the establishment or maintenance of
a successor plan, as provided under Code section 401(k) and applicable
regulations;




VII-10









 






	 	Disability means that the Participant has been determined by the Social Security
Administration to be disabled and entitled to receive Social Security Disability benefits
under Title II of the Federal Social Security Act. Only a Participant who is
determined by the Social Security Administration to be entitled to receive Social Security
Disability benefits shall be determined by the Committee to be disabled for purposes
of this Plan.






	7.13	 	Jackson Products, Inc. 401(k) Plan Benefit. The vested account balance (“Jackson
Account”) of each remaining participant (the “Jackson Participant”) in the Jackson
Products Inc., Retirement and Profit Sharing Plan (the “Jackson 401(k) Plan”) shall be
transferred to this Plan. Such amount representing contributions shall be transferred
to and held in the Before-Tax Account, Company Match Safe Harbor Account,
After-Tax Account, Profit Sharing Account and Rollover Account.
	 
	 	 	Such Jackson Account shall be invested according to the Jackson Participant’s
existing elections under the Jackson 401(k) Plan in the Stable Income Fund (for amounts
transferred from the SF Guaranteed Interest Account (Bapson Capital) in the Jackson 401(k)
Plan), the Bond Index Fund (for amounts transferred from the PRM Core Bond Fund (Bapson
Capital) and Prm High Yield (Bapson Capital) in the Jackson 401(k) Plan), the Target Date
Conservative Fund (for amounts transferred from the Destination Retirement Income in the
Jackson 401(k) Plan), the Target Date 2015 Fund (for amounts transferred from the
Destination Retirement 2010 Fund in the Jackson 401(k) Plan), the Target Date 2025 Fund (for
amounts transferred from the Destination Retirement 2020 Fund in the Jackson 401(k) Plan),
the Target Date 2035 Fund (for amounts transferred from the Destination Retirement 2030 Fund
in the Jackson 401(k) Plan), the Target Date 2045 Fund (for amounts transferred from the
Destination Retirement 2040 Fund and Destination Retirement 2050 Fund in the Jackson 401(k)
Plan), the Large Cap Value Index Fund (for amounts transferred from the Sel Fundamental
Value Fund (Wellington) and Select Focused Value Fund (Harris) in the Jackson 401(k) Plan),
the Stock Index Fund (for amounts transferred from the Sel Indexed Equity Fund (Northern
Trust), the Prem Main Street Fund (OFI Inst), and the Leveraged Company Stock Fund (Fidelity
Advisor) in the Jackson 401(k) Plan, the Large Cap Growth Index Fund (for amounts
transferred from the American Funds Growth Fund of America and the Select Mid Cap Growth
Equity II Fund (T. Rowe Price) in the Jackson 401(k) Plan), the Small Cap Index Fund (for
amounts transferred from the Oppenheimer Small & Mid Cap Value Fund, the Prm Small Company
Opportunities Fund (OFI Inst) and the Select Small Company Growth Fund (Boston Co/Eagle) in
the Jackson 401(k) Plan), and the International Index Fund (for amounts transferred from the
Thornburg International Value Fund and the Prm International Equity Fund (OFI Inst) in the
Jackson 401(k) Plan), subject to reallocation by the Jackson Participant pursuant to
Section 3.8 hereof.
	 
	 	 	The Jackson Participant who is not otherwise eligible under the Plan shall
participate in the Plan hereunder only to the extent of his Jackson Account, and
shall not be eligible to make Before-Tax Contributions, Roth 401(k)
Contributions or After-Tax Contributions under Article III or to receive
Company Matching Contributions under Article IV by reason of such transfer. The
Jackson Participant may request a distribution of his Jackson Account in the Plan in
accordance with the applicable provisions of this Article VII and Article VIII.




VII-11









 












	7.14	 	Waiver of 2009 Required Minimum Distribution.
Notwithstanding Section 7.7 of the Plan, a
Participant or Beneficiary who would have been required to receive required minimum distributions for 2009 but
for the enactment of section 401(a)(9)(H) of the Code (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of
substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or
life expectancy) of the Participant, the joint lives (or joint life
expectancy) of the Participant and the Participant’s
designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions. Participants
and Beneficiaries described in the preceding sentence will be given the opportunity
to elect to receive the distributions described in the preceding
sentence. A direct rollover will be offered for distributions that would be eligible rollover distributions without regard to Code section 401(a)(9)(H).






VII-12












 





ARTICLE VIII




WITHDRAWALS AND LOANS





	8.1	 	Regular Withdrawals. A Participant, subject to the conditions stated below,
may make the following Regular Withdrawals:






	 	(a)	 	Under Age 59-1/2 Withdrawals.






	 	(1)	 	Such amounts as the Participant may elect from the
After-Tax Contribution, vested Company Matching Contribution,
and After-Tax Rollover Contribution sections of his Account;
provided, such amounts (disregarding earnings and losses) have been in the
Plan for at least 24 months; and
	 
	 	(2)	 	Such amounts as the Participant may elect from his
Rollover Account.






	 	(b)	 	Age 59-1/2 Withdrawals. A
Participant who has attained age 59-1/2
may withdraw such amounts as he may elect from the Before-Tax Contributions,
Roth 401(k) Account, Roth Rollover Account, and Company Match Safe
Harbor Account sections of his Account.





	 
	 	 	 	Regular Withdrawals for any Participant are limited to four (4) per calendar year.
	 
	 	 	 	Any Participant not otherwise described above shall not be eligible to make
withdrawals from his Employer Accounts.





	8.2	 	Hardship Withdrawals.






	 	(a)	 	Upon the application of any Participant who has not attained age 59-1/2,
the Committee, in accordance with its uniform nondiscriminatory rules, may
permit such Participant to withdraw all or a portion (subject to subsection (b)
below) of the amount in the Before-Tax Contributions and/or Roth 401(k)
Contributions and Roth 401(k) Rollover Contributions before 59-1/2 sections
of his Account if the Participant is able to demonstrate financial
hardship and provided, however, that all amounts available as Regular Withdrawals
described in Section 8.1 shall first be withdrawn. A Participant shall be
considered to have demonstrated financial hardship only if the Participant
demonstrates that the purpose of the withdrawal is to meet his immediate and heavy
financial needs, the amount of the withdrawal does not exceed such financial needs, and
the amount of the withdrawal is not reasonably available from other resources. A
Participant making application under this Section 8.2 shall have the burden of
demonstrating a financial hardship to the Committee, and the Committee
shall not permit withdrawal under this subsection without first receiving such proof.
	 
	 	 	 	The Participant will be deemed to have demonstrated that the purpose of the
withdrawal is to meet his immediate and heavy financial needs only if he represents
that the distribution is on account of:




VIII-1









 












	 	(i)	 	medical expenses (as described in Code section 213(d))
incurred by the Participant, his spouse, or any of his dependents, or
necessary for such persons to obtain medical care;
	 
	 	(ii)	 	the purchase (excluding mortgage payments) of a principal
residence for the Participant;
	 
	 	(iii)	 	the construction of a primary residence for the
Participant, including the purchase of land for that purpose;
	 
	 	(iv)	 	the payment of tuition, related educational fees, and room and
board expenses for the next 12 months of post-secondary education for the
Participant, his spouse, children, or dependents;
	 
	 	(v)	 	the payment of legal fees, fines, penalties, levies,
garnishments, court actions and tax assessments;
	 
	 	(vi)	 	the payment of past due child support;
	 
	 	(vii)	 	payments necessary to prevent eviction from or foreclosure on
the Participant’s principal residence or the mortgage on that
residence;
	 
	 	(viii)	 	the payment of burial or funeral expenses for the Participant’s
deceased parent, spouse, children or dependents;
	 
	 	(ix)	 	the payment of past due bills necessary to meet the
Participant’s financial obligations due to financial insolvency, heavy
debt load, or changes in the Participant’s financial circumstances;
	 
	 	(x)	 	the payment of expenses to repair damage to a
Participant’s principal residence, provided that the expense would
qualify for the casualty deduction under Code section 165 (determined
without regard to whether the loss exceeds 10% of gross income); or
	 
	 	(xi)	 	any other condition determined by the Committee
pursuant to its uniform Committee Rules to represent a financial
hardship.






	 	(b)	 	Moreover, the Participant will be deemed to have demonstrated that
the amount of the withdrawal is unavailable from his other resources and in an amount
not in excess of that necessary to satisfy his immediate and heavy financial needs
only if each of the following requirements is satisfied:






	 	(i)	 	the Participant represents that the distribution is not
in excess of the amount of his immediate and heavy financial needs, except that
the withdrawal may include any amounts necessary to pay any federal, state, or
local income taxes or penalties reasonably anticipated to result from the
withdrawal; and
	 
	 	(ii)	 	the Participant has obtained all currently available
distributions, including employee stock ownership plan distributions and
dividends under Code




VIII-2









 






	 	 	 	section 404(k) (but not hardship distributions), and all nontaxable loans
currently available to him under all other qualified and nonqualified
deferred compensation plans currently maintained by an Employer.






	 	 	 	In the event of any withdrawal by a Participant pursuant to this Section
8.2, such Participant’s Contributions under this Plan and his
contributions under all other qualified and nonqualified deferred compensation plans
maintained by an Employer shall be suspended for a period of 6 months
following such withdrawal.






	 	(c)	 	No hardship withdrawal shall exceed the balance then credited to the
Participant’s Before-Tax Contributions, Roth 401(k)
Contributions and Roth 401(k) Rollover Contributions sections of his
Account (or, if less, the Current Market Value thereof) nor shall any
withdrawal include earnings on such Contributions accrued after December 31,
1988.






	8.3	 	Distribution of Withdrawals.






	 	(a)	 	Regular Withdrawals and Over Age 59-1/2 Withdrawals. Regular
Withdrawals and Over Age 59-1/2 Withdrawals shall be permitted as of any Valuation
Date following Timely Notice. A distribution of a withdrawal shall be made
as soon as practicable after the withdrawal request or such other time as specified by
Committee rule. A Participant who is entitled to receive a Regular
Withdrawal or an Over Age 59-1/2 Withdrawal may on Timely Notice elect to
receive such distribution in the form of an All Stock Distribution, a Stock
and Cash Distribution or an All Cash Distribution.
	 
	 	(b)	 	Hardship Withdrawals. If a Participant’s application for a
hardship withdrawal is approved, the effective date for such withdrawal shall be the
Valuation Date coincident with or immediately following such approval. If the
Participant’s application for a hardship withdrawal is denied and, on appeal,
subsequently approved, the effective date for such withdrawal shall be the
Valuation Date coincident with or immediately following the date of the
Committee’s decision on the appeal. Hardship withdrawals will be made only in
the form of an All Cash Distribution.






	8.4	 	Miscellaneous.






	 	(a)	 	Notwithstanding anything in this Article VIII to the contrary, the withdrawal
and loan provisions of this Article VIII shall not apply for Terminated
Participants or Participants whose qualified domestic relations order is
pending approval by the Plan Administrator. Additionally notwithstanding anything in
this Article VIII to the contrary, the loan provisions of this Article VIII shall not
apply to a Participant who is not paid for Service under the United
States based payroll.
	 
	 	(b)	 	In the event of the death of a Participant on or after the
Valuation Date with respect to which the Participant has elected to
make a withdrawal, but prior to the actual distribution thereof, and if the
Committee has notice of the Participant’s death prior to such
distribution, then such distribution shall be made to the Participant’s
Beneficiary by the same method as it would have been made to the
Participant but for his death.




VIII-3









 






	 	(c)	 	No withdrawal shall be made directly from the Self-Directed Brokerage
Account. A withdrawal of funds allocated to the Self-Directed Brokerage
Account must first be transferred or reallocated to the Participant’s or
Beneficiary’s Accounts in one or more of the Core Investment
Funds.
	 
	 	(d)	 	No withdrawals may be made from a Participant’s Profit Sharing
Account and Retirement Contribution Account. Notwithstanding the
foregoing, a Terminated Participant may, by making a request in the manner
prescribed by the Committee, withdraw all or any portion of the total value of
the vested portion of his Profit Sharing Account and Retirement
Contribution Account.
	 
	 	(e)	 	No withdrawals may be made for Company Match Safe Harbor Contributions
until a Participant’s employment with an Employer is terminated (death,
disability or severance from employment) or a Participant has attained age 59-1/2.






	8.5	 	Waiver of Right to Withdraw. A Participant who is on an assignment outside
of the United States may waive his right to make a withdrawal pursuant to this Article VIII.
Any such waiver shall be in writing, in a form acceptable to the Committee and signed
by the Participant, and shall be irrevocable. The duration of a waiver hereunder may
be for a stated period or until the occurrence of a specified event, at the election of the
Participant, but in absence of such an election the waiver shall expire upon
termination or completion of the Participant’s assignment outside the United States.
	 
	8.6	 	Participant Loans. For purposes of this Section 8.7, “Participant” shall
mean a Participant who is a “party in interest” as defined in ERISA section
3(14). Loans shall be available to Participants on a reasonably equivalent basis on
the following conditions:






	 	(a)	 	A Participant may, on Timely Notice, request a loan from the
Plan under the following terms and conditions, provided that such
Participant may not request a loan from the Plan if the
Participant has an outstanding loan (whether such outstanding loan has become a
deemed distribution under Code section 72(p)) from the Plan at the time of such
request. Also, a new loan may not be requested until two weeks after the outstanding
loan has been paid in full.
	 
	 	(b)	 	Loan amounts shall be at least $1,000 and shall not exceed the lesser of (i)
50% of the aggregate value of the vested balance of all the Participant’s
Account (except Retirement Contributions Account and Profit Sharing
Account) as of the date of the loan request, less any amounts payable for pending
withdrawal or (ii) $50,000 (reduced by the highest outstanding loan balance under the
Plan during the one-year period ending on the day before the date on which the
loan is made). Loans under any other qualified plan sponsored by the Employer
or an Affiliated Employer shall be aggregated with loans under the Plan
in determining whether or not the limitation stated herein has been exceeded.
	 
	 	(c)	 	Loans shall be classified as either a General Purpose Loan or a Primary
Residence Loan.






	 	(i)	 	A General Purpose Loan may be requested on Timely
Notice for any purpose other than for the purchase of a primary residence
for the






VIII-4











 






	 	 	 	Participant. General Purchase Loans shall be for at
least a 1 year term and not to exceed 4 years from the date of the loan.
	 
	 	(ii)	 	A Primary Residence Loan may be requested on Timely
Notice for the purchase (excluding mortgage payments) or construction of a
Participant’s primary residence and may be made only upon receipt of
proper documentation from the Participant. Primary Residence Loans
shall be for at least a 1 year term and not to exceed 10 years from the date of
the loan.






	 	(d)	 	Loans shall be nonrenewable and nonextendable. Loans shall be repaid, through
payroll deduction. Partial manual repayments are not permitted.
	 
	 	(e)	 	Loans shall be repaid (principal and interest) in periodic payments (not less
frequently than quarterly) with substantially level amortization required over the term
of the loan; provided, however, that a Participant with an outstanding loan who
is on an unpaid leave of absence, or qualified military service pursuant to
Code section 414(u)(4), the loan payments are automatically suspended at the
commencement of such leave of absence, for a period that is the lesser of (i) the
period of the leave of absence or (ii) 12 months (or such longer period that may apply
under Code section 414(u)). The loan payments (including interest that accrues
during the leave of absence or military service for periods later than the cure period)
will automatically begin upon the return from unpaid leave of absence or military
service with the amount of such periodic payments to be at a level amortization over
the remaining period of the loan extended for the period of leave not longer than 1
year or the period pursuant to Code section 414(u)(4). However, the loan must
be repaid by the latest date permitted under Code section 72(p)(2)(B) and the
amount of the installments due after the leave ends (or, if earlier, after the first
year of the leave or such longer period as may apply under Code section 414(u))
must not be less than the amount required under the terms of the original loan. For
loans whose term would pass the latest date permitted, the amount of the loan will be
reamortized to be paid by the latest date permitted under Code section
72(p)(2)(B). Notwithstanding the foregoing, loan payments will be suspended under this
Plan as required under Code section 414(u)(4). Also notwithstanding
the foregoing, a Participant whose Contributions are suspended pursuant
to Section 3.7 may not elect to suspend his loan repayments.
	 
	 	(f)	 	Loans may be prepaid in full at any time without penalty. Partial prepayments
shall be not be permitted.
	 
	 	(g)	 	Each Participant receiving a loan hereunder shall receive a promissory
note reflecting the charges involved in the transaction, including the dollar amount
and annual interest rate of the finance charges.
	 
	 	(h)	 	All loans hereunder shall be considered investments of a segregated account of
the Trust directed by the borrower. All loans shall be secured by up to 50% of
the vested portion of the Participant’s Accounts, less any portion of
the Participant’s Account which has been assigned to an alternate payee
under a qualified domestic relations order, to the extent necessary to secure the




VIII-5









 






	 	 	 	outstanding loan amount and applied to the Participant’s Accounts. No
additional security shall be permitted.






	 	(i)	 	Interest shall be charged at a rate determined by the Committee and
shall be determined with regard to interest rates currently being charged on similar
commercial loans by persons in the business of lending money.
	 
	 	(j)	 	Any loan made to a Participant hereunder shall be evidenced by a
promissory note which shall be executed by the Participant in such manner and
form as the Committee shall determine. Such promissory note shall contain the
irrevocable consent of the Participant to payroll deductions.
	 
	 	(k)	 	Fees chargeable in connection with a Participant’s loan may be charged,
in accordance with a uniform and nondiscriminatory policy established by the
Committee, against the Participant’s Account to whom the loan
is granted.
	 
	 	(l)	 	All loans shall be made from the Participant’s Accounts and pro
rata from the Core Investment Fund in which such Participant’s
Account are then invested. If the requested loan amount exceeds the amount
available in the Participant’s Core Investment Fund Accounts,
the Participant shall be required to transfer the remainder from the
Self-Directed Brokerage Account into one or more of the Core Investment
Funds before the loan will be issued. The loans from the Participant’s
Account shall be deemed taken in the following order: After-Tax Rollover
Account, After-Tax Account, Rollover Account, Roth Rollover
Account, Roth 401(k) Account, Before-Tax Account, Company
Matching Account, Company Match Safe Harbor Account. The following are not
available for a loan from the Participant’s Account: Retirement
Contributions and Profit Sharing Contributions.
	 
	 	(m)	 	Loan repayments to the Plan by the Participant shall be made on
an after-tax basis and shall be allocated to the Participant’s Account
(credited in reverse order in which the accounts were depleted when processed) and
shall be invested in the Investment Funds on the basis of the
Participant’s investment election under Section 3.5 in effect at the time of
such loan repayment.
	 
	 	(n)	 	In the event that the Participant fails to make any required loan
repayment before a loan is repaid in full, the unpaid balance of the loan, with
interest due thereon, shall become immediately due and payable, unless the
Committee determines otherwise. In the event that a loan becomes immediately
due and payable (in “default”) pursuant to this Section 8.6, the Participant
(or his Beneficiary, if the Beneficiary is the surviving spouse, in the
event of the Participant’s death) may satisfy the loan by paying the
outstanding balance in full within such time as may be specified by the
Committee in a uniform and nondiscriminatory manner. Otherwise, any such
outstanding loan shall be deducted from the portion of the Participant’s vested
Accounts (based on the repayment hierarchy) before any benefit which is or
becomes payable to the Participant or his Beneficiary is distributed.
In the case of a benefit which becomes payable to the Participant or his
Beneficiary pursuant to Article 7 (or would be payable to the
Participant or Beneficiary but for such individual’s election to defer
the receipt of benefits), the deduction described in the preceding sentence shall occur
on the earliest date




VIII-6









 





	 	 	 	following such default on which the Participant or
Beneficiary could receive payment of such benefit, had the proper application
been filed or election been made, regardless of whether or not payment is actually made
to the Participant or Beneficiary on such date. In the case of a
benefit which becomes payable under any other provision, the deduction shall occur on the date such benefit is
paid. The Committee shall also be entitled to take any and all other
actions necessary and appropriate to enforce collection of the outstanding balance
of the loan. Failure of the Committee to strictly enforce Plan
rights with respect to a default on a Plan loan shall not constitute a
waiver of such rights.
	 
	 	(o)	 	The outstanding loan balance or balances of a Jackson Participant under
Section 7.13 under the Jackson 401(k) Plan shall be transferred to, and
repayment made to, this Plan effective as of January 1, 2010, and shall be
subject to the terms of this Plan to the extent not inconsistent with the terms
of the outstanding loan; provided, however, that a Jackson Participant whose
loan is transferred to this Plan with past due loan payments shall have an
extended grace period, as determined by the Committee, in which to avoid
default under this Section 8.6, provided the total grace period under this Plan
and the Jackson 401(k) Plan does not exceed the time period as provided under
the final Treasury Regulations issued under Code section 72(p). Such
outstanding loan balance shall be taken into account for all purposes under this
Section 8.6.
	 
	 	 	 	Notwithstanding Section 8.6(a), Jackson Participants whose loans were
transferred to the Plan from the Jackson 401(k) Plan and who at the
time of such transfer had two (2) loans outstanding, may continue to have two (2)
outstanding loans until such time as one of such loans is repaid, whereupon such
Jackson Participant shall not have more than one (1) loan outstanding at any
time under this Plan and all other tax qualified plans maintained by
Employer.




VIII-7









 











ARTICLE IX




BENEFITS ADMINISTRATION COMMITTEE





	9.1	 	Membership. The Committee shall consist of at least three persons who shall
be officers or directors of the Corporation or Eligible Employees. Members of
the Committee shall be appointed from time to time by, and shall serve at the pleasure
of, the Chief Human Resources Officer of the Corporation. The Chief Human Resources
Officer shall appoint one of the members of the Committee to serve as chairman. If
the Chief Human Resources Officer does not appoint a chairman, the Committee, in its
discretion, may elect one of its members as chairman. The Committee shall not receive
compensation for its services. Committee expenses shall be paid by the
Corporation.
	 
	9.2	 	Powers. The Committee shall have all such powers as may be necessary to
discharge its duties hereunder, including, but not by way of limitation, the power to construe
or interpret the Plan, to determine all questions of eligibility hereunder, to determine the
method of payment of any Accounts hereunder, to adopt rules relating to the giving of
Timely Notice, and to perform such other duties as may from time to time be delegated
to it by the Chief Human Resources Officer of the Corporation. The Committee
may prescribe such forms and systems and adopt such rules and actuarial methods and tables as
it deems advisable. It may employ such agents, attorneys, accountants, actuaries, medical
advisors, or clerical assistants (none of whom need be members of the Committee) as it
deems necessary for the effective exercise of its duties, and may delegate to such agents any
power and duties, as it may deem necessary and appropriate.
	 
	9.3	 	Procedures. A majority of the Committee members shall constitute a quorum.
The Committee may take any action upon a majority vote at any meeting at which a
quorum is present, and may take any action without a meeting upon the unanimous written
consent of all members. All action by the Committee shall be evidenced by a
certificate signed by the chairman or by the secretary to the Committee. The
Committee shall appoint a secretary to the Committee who need not be a member
of the Committee, and all acts and determinations of the Committee shall be
recorded by the secretary, or under his supervision. All such records, together with such
other documents as may be necessary for the administration of the Plan, shall be preserved in
the custody of the secretary.
	 
	9.4	 	Rules and Decisions. All rules and decisions of the Committee shall be
uniformly and consistently applied to all Eligible Employees and Participants
under this Plan in similar circumstances and shall be conclusive and binding upon all persons
affected by them. The Committee shall have absolute discretion in carrying out its
duties under the Plan.
	 
	9.5	 	Authorization of Payments. Subject to the provisions hereof, it shall be the duty of
the Committee to furnish the Trustee with all facts and directions necessary
or pertinent to the proper disbursement of the Trust funds.
	 
	9.6	 	Books and Records. The records of the Employer shall be conclusive evidence
as to all information contained therein with respect to the basis for participation in the
Plan and for the calculation of Contributions, Profit Sharing
Contribution, Retirement Contributions, Company Match Safe Harbor
Contributions and Company Matching Contributions.




IX-1









 






	9.7	 	Perpetuation of the Committee. In the event that the Corporation shall for
any reason cease to exist, then, unless the Plan is adopted and continued by a
successor, the members of the Committee at that time shall remain in office until the
final termination of the Trust, and any vacancies in the membership of the
Committee caused by death, resignation, disability or other cause, shall be filled by
the remaining member or members of the Committee.
	 
	9.8	 	Claim Procedure. The Committee shall establish a procedure for handling all
claims by all persons. In the event any claim is denied, the Committee shall provide
a written explanation to the person stating the reasons for denial.
	 
	9.9	 	Allocation or Reallocation of Fiduciary Responsibilities. The Named
Fiduciary may allocate powers and responsibilities not specifically allocated by the
Plan, or reallocate powers and responsibilities specifically allocated by the
Plan, to designated persons, partnerships or corporations other than the
Committee, and the members of the Committee may allocate their
responsibilities under the Plan among themselves. Any such allocation, reallocation,
or designation shall be in writing and shall be filed with and retained by the secretary of
the Committee with the records of the Committee. Notwithstanding the
foregoing, no reallocation of the responsibilities provided in the Trust to manage or
control the Trust assets shall be made other than by an amendment to the
Trust.
	 
	9.10	 	Plan Administrator. The Corporation shall be the Plan Administrator as
described in ERISA.
	 
	9.11	 	Service of Process. The Corporation shall be the designated recipient of
service of process with respect to legal actions regarding the Plan.




IX-2









 











ARTICLE X




AMENDMENT AND TERMINATION





	10.1	 	Amendment and Termination. While it is intended that the Plan shall continue
in effect indefinitely, the Board may from time to time modify, alter or amend the
Plan or the Trust, and may at any time order the temporary suspension or
complete discontinuance of Profit Sharing Contributions or Company Match Safe
Harbor Contributions or may terminate the Plan, provided, however, that






	 	(i)	 	no such action shall make it possible for any part of the Trust
assets (except such part as is used for the payment of expenses) to be used
for or diverted to any purpose other than for the exclusive benefit of
Participants or their Beneficiaries;
	 
	 	(ii)	 	no such action shall adversely affect the rights or interests of
Participants theretofore vested under the Plan; and
	 
	 	(iii)	 	in the event of termination of the Plan or complete
discontinuance of Profit Sharing Contributions or Company Match
Safe Harbor Contributions hereunder, all rights and interests of
Participants not theretofore vested shall become vested as of the date
of such termination or complete discontinuance.






Any action permitted to be taken by the Board under the foregoing provision
regarding the modification, alteration or amendment of the Plan or the Trust
may be taken by the Chief Human Resources Officer of the Corporation, using
its prescribed procedures, if such action




	 	(1)	 	is required by law,
	 
	 	(2)	 	is required by collective bargaining, or
	 
	 	(3)	 	is estimated not to increase the annual cost of the Plan by more
than $5,000,000, or
	 
	 	(4)	 	is estimated not to increase the annual cost of the Plan by more
than $25,000,000, provided such action is approved and duly executed by the
Chief Executive Officer of the Corporation.






Any action taken by the Board or Chief Human Resources Officer shall be made
by or pursuant to a resolution duly adopted by the Board or Chief Human
Resources Officer and shall be evidenced by such resolution or by a written instrument
executed by such persons as the Board or Chief Human Resources Officer shall authorize
for such purpose.




The Chief Human Resources Officer shall report to the Chief Executive Officer of the
Corporation before January 31 of each year all action taken by it hereunder during the



X-1









 






preceding calendar year.




However, nothing herein shall be construed to prevent any modification, alteration or
amendment of the Plan or of the Trust which is required in order to comply
with any law relating to the establishment or maintenance of the Plan and
Trust, including but not limited to the establishment and maintenance of the
Plan or Trust as a qualified employee plan or trust under the Code,
even though such modification, alteration, or amendment is made retroactively or adversely
affects the rights or interests of a Participant under the Plan.




Except as permitted by Treasury Regulations, no Plan amendment or transaction having
the effect of a Plan amendment (such as a merger, plan transfer or similar
transaction) shall be effective to the extent it eliminates or reduces any “Section
411(d)(6) protected benefit” or adds or modifies conditions relating to “Section 411(d)(6)
protected benefits,” the result of which is a further restriction on such benefit, unless
such protected benefits are preserved with respect to benefits accrued as of the later of
the adoption date or effective date of the amendment. “Section 411(d)(6) protected
benefits” are benefits described in Section 411(d)(6)(A) of the Code, which are
early retirement benefits and retirement-type subsidies, and optional forms of benefit.




X-2












 





ARTICLE XI




MISCELLANEOUS





	11.1	 	Non-Guarantee of Employment. Nothing contained in this Plan shall be
construed as a contract of employment between an Employer and a Participant,
or as a right of any Participant to be continued in the employment of his
Employer, or as a limitation of the right of an Employer to discharge any
Participant with or without cause.






	11.2	 	Rights to Trust Assets. No Participant or any other person shall have any
right to, or interest in, any part of the Trust assets upon termination of his
employment or otherwise, except as provided from time to time under this Plan, and
then only to the extent of the amounts due and payable to such person out of the assets of the
Trust. All payments as provided for in this Plan shall be made solely out of
the assets of the Trust and neither the Employer, the Trustee, nor any
member of the Committee or the Named Fiduciary shall be liable therefor in any
manner.
	 
	 	 	The Employer shall have no beneficial interest of any nature whatsoever in any
Employer Contributions after the same have been received by the
Trustee, or in the assets, income or profits of the Trust, or any part
thereof, except to the extent that forfeitures as provided in the Plan shall be
applied to reduce the Employer Contributions.






	11.3	 	Disclaimer of Liability. Neither the Trustee, the Employer, nor any
member of the Committee or the Named Fiduciary shall be held or deemed in any
manner to guarantee the funds of the Trust against loss or depreciation.






	11.4	 	Non-Recommendation of Investment. The availability of any security hereunder shall
not be construed as a recommendation to invest in such security. The decision as to the
choice of investment of Contributions or Profit Sharing Contributions must be
made solely by each Participant, and no officer or employee of the Corporation
or the Trustee is authorized to make any recommendation to any Participant
concerning the allocation of Contributions hereunder.






	11.5	 	Indemnification of Committee. The Employer shall indemnify the
Committee and the Named Fiduciary and each member thereof and hold them
harmless from the consequences of their acts or conduct in their official capacity, including
payment for all reasonable legal expenses and court costs, except to the extent that such
consequences are the result of their own willful misconduct or breach of good faith.






	11.6	 	Selection of Investments. The Trustee shall have the sole discretion to
select investments for the various funds provided for herein even though the same may not be
legal investments for trustees under the laws applicable thereto.






	11.7	 	Non-Alienation. Except as otherwise provided herein, no right or interest of any
Participant or Beneficiary in the Plan and the Trust shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, attachment, garnishment, execution, levy, bankruptcy, or any other
disposition of any kind, either voluntary or involuntary, prior to actual receipt of payment
by the person
entitled to such right or interest under the provisions hereof, and any such disposition or





XI-1









 











	       	 	attempted disposition shall be void.






	11.8	 	Facility of Payment. If the Committee has notice that a Participant
entitled to a distribution hereunder, or his Beneficiary, is incapable of caring for
his own affairs, because of illness or otherwise, the Committee may direct that any
distribution from such Participant’s Account may be made, in such shares as
the Committee shall determine, to the spouse, child, parent or other blood relative of
such Participant, or his Beneficiary, or any of them, or to such other person
or persons as the Committee may determine, until such date as the Committee
shall determine that such incapacity no longer exists. The Committee shall be under
no obligation to see to the proper application of the distributions so made to such person or
persons, and any such distribution shall be a complete discharge of any liability under the
Plan to such Participant, or his Beneficiary, to the extent of such
distribution.






	11.9	 	Allocation in the Event of Advance Contributions. In the event that the
Employer’s tax deduction with respect to amounts contributed to the Plan
pursuant to Articles III and IV for the months in the final quarter of a Plan Year
results in such amounts being deemed advanced contributions of the Employer with
respect to the taxable year of the Employer ending within such Plan Year, such
amounts shall be considered allocated pursuant to Articles III and IV, as applicable, as of
the last day of such taxable year.






	11.10	 	Action by a Committee of the Board. Any action which is required or permitted to be
taken by the Board under the Plan may be taken by the Compensation Committee
of the Board or any other duly authorized committee of the Board designated
under the By-Laws of the Corporation.






	11.11	 	Qualified Domestic Relations Orders. Anything in this Plan to the contrary
notwithstanding:






	 	(a)	 	Alternate Payee’s Accounts. An alternate payee under a domestic
relations order determined by the Corporation to be a qualified domestic
relations order (as defined in Code section 414(p)) shall have established and
maintained for him separate Accounts similar to the Accounts of the
Participant specified in the qualified domestic relations order. The alternate
payee’s Accounts shall be credited with his interest in such
Participant’s Accounts, as determined under the qualified domestic
relations order. Notwithstanding the foregoing, if the amount allocated to the
alternate payee exceeds the amount available in the Participant’s Core
Investment Fund Accounts, the Participant shall be required to
transfer the remainder from the Self-Directed Brokerage Account into one or
more of the Core Investment Funds prior to the date the funds are transferred
to the alternate payee’s separate Accounts. Subsection 6.2(c) and Sections 6.3,
6.4, and 6.5 shall apply to the alternate payee’s Accounts as if the alternate
payee were a Participant.
	 
	 	(b)	 	Investment of Alternate Payee’s Accounts. An alternate payee may on
Timely Notice elect to reallocate or transfer all or any percentage portion of
any of his Employee Accounts or Employer Accounts or both, consistent
with subsection 6.1(a). An alternate payee’s interest arising from this reallocation
shall be invested in the Investment Funds in accordance with the Alternate
Payee’s
directions. For purposes of subsection 6.1(b), any such reallocation shall be





XI-2









 





	 	 	 	treated as a reallocation in accordance with subsection 6.1(a).
	 
	 	(c)	 	Alternate Payee’s Beneficiary. The Alternate Payee may designate on
Timely Notice a beneficiary. If no such person is validly designated or if the
designated person predeceases the alternate payee, the beneficiary of the Alternate
Payee shall be his estate. The beneficiary of the Alternate Payee shall be accorded
under the Plan all the rights and privileges of the Beneficiary of a
Participant in the same manner as provided in Section 7.5 (except that no
spousal consent shall be required). If the Alternate Payee does not designate a
Beneficiary, or if the Beneficiary predeceases the Alternate Payee,
benefits payable to the Alternate Payee which have not been distributed shall be paid
to the Alternate Payee’s estate.
	 
	 	(d)	 	Distribution to Alternate Payee. An Alternate Payee shall be entitled
to receive a distribution from the Plan in accordance with the Qualified
Domestic Relations order relating to the Alternate Payee. Such distribution may be
made only in a method provided in Section 7.5 and shall include only such amounts as
have become vested.
	 
	 	(e)	 	Vesting of Alternate Payee’s Accounts. In the event that the Qualified
Domestic Relations Order provides for all or part of the non-vested portion of the
Participant’s Employer Accounts to be credited to the Accounts
of the Alternate Payee, such amounts shall vest and/or be forfeited at the same time
and in the same manner as the Accounts of the Participant specified in
the Qualified Domestic Relations Order; provided, however, that no forfeiture shall
result to the Accounts of the Alternate Payee due to any distribution to or
withdrawal by the Participant from his Accounts or any distribution to
or withdrawal by the Alternate Payee from the vested portion of the Accounts of
the Alternate Payee.
	 
	 	(f)	 	Processing Fee. In the event a Qualified Domestic Relations Order is
submitted to the Plan Administrator for review and processing, a processing fee
of $750 will be charged to the Participant per initial Qualified Domestic
Relations Order for the Plan.






	11.12	 	Compensation Limit. In addition to other applicable limitations which may be set
forth in the Plan and notwithstanding any other contrary provision of the
Plan, compensation taken into account under the Plan for a Plan Year
shall not exceed the limit prescribed by Section 401(a)(17) of the Code.






	11.13	 	Recovery of Overpayments. If it is determined that any amount paid to an individual
under this Plan should not have been paid or should have been paid in a lesser amount,
written notice thereof shall be given and such individual shall promptly repay the amount of
the overpayment to the Plan. If such individual fails to repay the overpayment
promptly, the Committee may, in its sole discretion, recover the amount of such
overpayment from any monies then payable, or which may become payable to or on behalf of the
individual, under this Plan. If insufficient payments are available for such
recovery, the Employer, on behalf of the Plan, may, in its sole discretion,
arrange to recover the amount of such overpayment from any monies in the form of wages or
other benefits under other plans of the Employer which are then payable, or which may
become payable, to such individual as permitted by law. Notwithstanding the foregoing,





XI-3









 











	 	 	the Plan in all cases reserves the right to pursue collection of any remaining
overpayments if the above recovery efforts under this paragraph have failed.




XI-4









 











ARTICLE XII




LIMITATIONS ON BENEFITS




     12.1 Limitation on Annual Additions.




	 	(a)	 	The annual addition with respect to any Participant for a Plan
Year shall not exceed the lesser of: (i) $49,000 (or such larger amount determined
by the Secretary of the Treasury for purposes of Code section 415(c)(1)(A)
pursuant to Code section 415(d)) or (ii) 100% of the Participant’s
Compensation for such Plan Year.
	 
	 	 	 	For purposes of this Section 12.1, all defined contribution plans of the
Employer, whether or not terminated, shall be treated as one defined
contribution plan. In addition, all employers who are members of the same
controlled group of corporations (within the meaning of Code sections 414(b)
and (c), as modified by section 415(h) of the Code) as the
Corporation shall be treated as a single employer for purposes of this
Section 12.1.
	 
	 	(b)	 	For purposes of this Section 12.1, annual addition means the sum of the
following amounts allocable to a Participant‘s Account for a Plan
Year:






	 	(1)	 	contributions made by the Employer,
	 
	 	(2)	 	contributions made by a Participant,
	 
	 	(3)	 	reallocated forfeitures, if any, and
	 
	 	(4)	 	any other amounts that are considered “annual additions” under
Section 415(c)(2) of the Code.






	 
	 	 	 	In no event shall annual additions include rollover contributions made by a
Participant in accordance with Section 3.3(d).






	 	(c)	 	In any case where a Participant is, or has been, included in another
retirement plan of an Employer, the limitation set forth herein shall be
reduced to the extent required under Section 415 of the Code if the reduction is not
accomplished under such other retirement plan.
	 
	 	(d)	 	If the annual additions for a Participant exceed the limits set forth
in this Section 12.1 as a result of: (i) the allocation of forfeitures, (ii) a
reasonable error in estimating a Participant’s Compensation, (iii) a
reasonable error in determining the amount of elective deferrals (within the meaning of
Section 402(g)(3) of the Code) that may be made with respect to any individual
under the limits of Section 415 of the Code, or (iv) other facts and
circumstances which the Commissioner of the Service finds justifiable, the
Committee shall correct such excess annual
additions as permitted under Revenue Procedure 2008-50 or its successor to return to
the Participant any After-Tax Contributions (including any earnings
thereon to the extent permitted by law), Roth 401(k) Contributions




XII-1









 






	 	 	 	(including any earnings thereon to the extent permitted by law), and Before-Tax
Contributions (including any earnings thereon to the extent permitted by law),
(unmatched Contributions will be refunded first) for the Plan Year
to the extent such return would reduce the excess amount in the
Participant’s Account. Any remaining excess attributable to
Company Match Safe Harbor Contributions and, if necessary, Profit
Sharing Contributions shall be held in a suspense account and used to reduce
Employer Contributions for the next Plan Year (and
succeeding Plan Years, as necessary) for such Participant. If such
Participant is not covered under the Plan as of the end of any such
Plan Year, the excess amount shall be held in a suspense account and used to
reduce Employer Contributions for the next Plan Year (and
succeeding Plan Years as necessary) for all remaining Participants.
	 
	 	(e)	 	Notwithstanding any provision to the contrary, the correction of any excess
annual additions described in this Section 12.1 shall be interpreted and administered
in compliance with Section 415 of the Code and the Treasury Regulations
thereunder.






	12.2	 	Plan Limit.






	 	 	 	The amount of Employee Contributions for a Plan Year is limited
to 12% of Code Section 401(a)(17) limit.




XII-2









 











ARTICLE XIII




MERGER





	 	 	No merger or consolidation with or transfer of any assets or liabilities to any other plan shall
be made unless, upon completion thereof, the value of each Participant’s
Account shall immediately after said merger, consolidation, or transfer be equal to or
greater than the value of the Participant’s Account immediately before the
merger, consolidation, or transfer (if the Plan had then terminated).




XIII-1












 

 



APPENDIX A




LIST OF EMPLOYERS AND PARTICIPATING UNITS



List of Employers and Participating Units



Avent, Inc.





All salaried employees of this Employer, and all hourly employees
at former Tecnol, Inc. locations, including those on temporary
assignment at other Employers or in other classifications, but
excluding employees on temporary assignment from another Employer
or classification.


Jackson Products, Inc.





All salaried and hourly employees of this Employer, including those
on temporary assignment at other Employers or in other
classifications, but excluding employees on temporary assignment
from another unit, Employer or classification.


Kimberly-Clark Corporation






All salaried employees of this Employer, and hourly organized
employees at Conway Mill, including those on temporary assignment
at other Employers or in other classifications, but excluding
employees on temporary assignment from another unit, Employer or
classification.




Beech Island Mill: All hourly employees of this unit, including
those on temporary assignment in other classifications or at other
units or Employers, but excluding employees on temporary assignment
from another unit, Employer or classification.




Berkeley Mill: All hourly employees of this unit, including those
on temporary assignment in other classifications or at other units
or Employers, but excluding employees on temporary assignment from
another unit, Employer or classification.




New Milford Mill: All hourly employees of this unit, including
those on temporary assignment in other classifications or at other
units or Employers, but excluding employees on temporary assignment
from another unit, Employer or classification.




San Antonio Plant: All hourly employees of this unit located at
San Antonio, Texas, including those on temporary assignment in
other classifications or at other units or Employers, but excluding
employees on temporary assignment from another unit, Employer or
classification.


Kimberly-Clark Financial Services, Inc.





All salaried employees of this Employer, including those on
temporary assignment at other Employers or in other
classifications, but excluding employees on temporary assignment
from another Employer or classification.



1









 




List of Employers and Participating Units


Kimberly-Clark Global Sales, LLC





All salaried employees of this Employer, or its predecessor
Kimberly-Clark Global Sales, Inc., including those on temporary
assignment at other Employers or in other classifications, but
excluding employees on temporary assignment from another Employer
or classification.


Kimberly-Clark International Services Corporation





All salaried employees of this Employer except those who transfer
to a less than 80% owned foreign subsidiary.


Kimberly-Clark Pennsylvania, LLC





All salaried employees of this Employer, but excluding employees on
temporary assignment from another unit, Employer or classification.


Kimberly-Clark Services Inc.





All salaried employees of this Employer, including those on
temporary assignment at other Employers or in other
classifications, but excluding employees on temporary assignment
from another Employer or classification.


Kimberly-Clark Worldwide, Inc.





All salaried employees of this Employer, including those on
temporary assignment at other Employers or in other
classifications, but excluding employees on temporary assignment
from another Employer or classification.




2